Weave Brand Ambassador Program Agreement

WEAVE BRAND AMBASSADOR PROGRAM AGREEMENT

This Weave Brand Ambassador Agreement (“Agreement”) governs the relationship between you (“Ambassador”) and Weave Communications, Inc. (“Weave”) with regard to the subject matter hereof. Weave and Ambassador are each referred to herein individually as a “Party” and collectively as the “Parties.” By signing a Campaign Addendum (as defined below) referencing this Agreement, clicking “Accept” or otherwise acknowledging acceptance of this Agreement, or by enrolling in Weave’s Brand Ambassador Program through one or more online platforms provided to you by Weave for this purpose, you agree to be bound by the terms and conditions of this Agreement. The effective date of this Agreement (“Effective Date”) is the date you electronically indicate your acceptance hereof or enroll in the Weave Brand Ambassador Program.

BACKGROUND

I. Weave is the provider of a subscription-based, customer communication and engagement platform through which various applications, products, and tools are offered to businesses (collectively, the “Weave Products and Services”); and

II. Ambassador is an individual or entity with a separately-established business of marketing and providing the public with information; and

III. Ambassador wishes to have non-exclusive rights to market and promote the Weave Products and Services in co-ordination with Weave, and Weave desires to grant Ambassador such rights, subject to the terms and conditions set forth in this Agreement;

AGREEMENT

In consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. Independent Contractor Status. In providing services to Weave under this Agreement, Ambassador is acting solely as an independent contractor and not as a Weave employee. Nothing herein this Agreement shall create an employment relationship between the parties. Weave shall not provide workers’ compensation coverage for Ambassador or any persons employed or retained by Ambassador. Neither party hereto shall have any right, power or authority to make any representation or to assume or create any obligation, whether express or implied, on behalf of the other, to otherwise bind the other party in any manner whatsoever.

2. Campaigns. Weave hereby retains Ambassador to perform one or more Campaigns for Weave (“Campaigns”), which shall be described in an addendum, newsletter, or other form as may be provided to Ambassador by Weave from time to time (each, a “Campaign Addendum”). Each Campaign Addendum, when signed or accepted by Ambassador, shall be incorporated into, and shall become a part of this Agreement. All references to “this Agreement,” “herein,” “hereunder,” or words of similar effect shall include this Agreement and all Campaign Addenda then in effect. Ambassador’s performance of the activities set forth in a Campaign Addendum constitutes Ambassador’s acceptance of that Campaign Addendum.

3. Affiliate Referral Links. If Ambassador elects to participate in Weave’s Affiliate Referral Program, Weave may provide Ambassador with a dedicated web link (“Referral Link”), which Ambassador may provide to third parties to request demos of the Weave Products and Services. For each qualifying demo booked during the Term, Weave will pay Ambassador the Affiliate Referral Fee amounts specified in the Campaign Addendum. For a demo booked through the Referral Link to be considered a qualified demo, the person or entity requesting the demo must not be a current Weave customer, and must not have received a demo from Weave within ninety days of requesting the demo using the Referral Link.

4. Ambassador’s Services. Ambassador controls Ambassador’s own manner and means for performing services hereunder and is solely responsible for Ambassador’s actions or inactions. Other than the general parameters and desired results of the services to be performed, Ambassador operates without any direct supervision by Weave. Ambassador, at Ambassador’s own expense, may hire and supervise assistants or employees to help provide the services requested by Weave, provided that such assistants or employees are bound by non-disclosure and confidentiality obligations no less restrictive than those to which Ambassador is bound by this Agreement. Weave shall have no obligation to pay such assistants or employees of the Ambassador under this Agreement.

5. Compensation. As full and complete payment for all services rendered under any Campaign, Ambassador will be compensated as set forth in the applicable Campaign Addendum. Ambassador shall be solely responsible for any expenses incurred by Ambassador in connection with the services. Weave will pay Affiliate Referral Fees once a month for all the qualifying demos that occurred in the previous month. Ambassador shall be responsible for all taxes and fees associated with receipt of fees as well as the reporting of fees as required under applicable federal and state laws. Payment to Ambassador may be made through a third-party payment platform. Ambassador agrees to provide any information necessary to receive payment through such platform.

6. Ambassador’s Representations, Warranties, and Covenants.

6.1. Ambassador represents and warrants that Ambassador has read, understands and has authority to execute this Agreement.

6.2. Ambassador will not misrepresent or make any false statements regarding Weave or the Weave Products and Services.

6.3. Ambassador will comply with all applicable laws and Weave’s policies and procedures and shall maintain all licenses, permits and registrations required by law for the performance of the Services. Without limiting the foregoing, Ambassador agrees to comply with all applicable Federal Trade Commission (FTC) rules and regulations, including, and to the extent applicable, providing appropriate disclosures regarding Ambassador’s relationship with Weave when speaking or writing on behalf of Weave. Ambassador agrees to seek independent legal counsel to advise on compliance as needed and acknowledges that Weave cannot provide legal advice to Ambassador.

6.4. Ambassador represents and warrants that Ambassador is free to enter into the Agreement and is not bound by any employment agreement, non-disclosure agreement, non-competition agreement or any other agreement, document or obligation, that may limit Ambassador’s ability or in any manner prevent Ambassador from performing any of the obligations under the Agreement, or that may result in liability to Weave in any manner, action, suit or other proceeding concerning Ambassador’s former employment or engagement with any former employer or the termination thereof.

7. Confidentiality. The Parties acknowledge that, in connection with this Agreement, each party may obtain information relating to the other party and that is of a confidential and proprietary nature (“Confidential Information”). Such Confidential Information may include, but is not limited to, trade secrets, know how, inventions, techniques, processes, programs, schematics, software source documents, data, customer lists, financial information, and sales and marketing plans or information which is marked as confidential and/or the receiving party exercising reasonable judgement would understand is confidential, proprietary or trade secret information of the disclosing party. The receiving party shall at all times, both during and after the Term, keep in trust and confidence all such Confidential Information, and shall not use such Confidential Information other than as expressly authorized by the disclosing party under this Agreement, nor shall the receiving party disclose any such Confidential Information to third parties without the disclosing party’s written consent unless such disclosure is necessary to fulfill the receiving party’s obligations under this Agreement and any such third party is bound in writing by obligations of confidentiality reasonably consistent with those set forth herein. The receiving party further agrees to immediately return to the disclosing party all Confidential Information (including copies thereof) in the receiving party’s possession, custody, or control upon termination of this Agreement at any time and for any reason. The obligations of confidentiality herein shall not apply to information which: (i) has entered the public domain except where such entry is the result of the receiving party’s breach of this Agreement; (ii) prior to disclosure hereunder was already rightfully in the receiving party’s possession; (iii) subsequent to disclosure hereunder is obtained by the receiving party on a non-confidential basis from a third party who has the right to disclose such information to the receiving party; or (iv) is required to be disclosed pursuant to law or government regulation; provided that the receiving party gives the disclosing party reasonable notice of such required disclosure and an opportunity to obtain confidential treatment and/or an appropriate protective order, to the extent permitted by law.

8. Work for Hire. Ambassador understands and agrees that, to the extent permitted by law, all work, papers, articles, reports, documentation, drawings, images, product ideas, service ideas, photographs, social media posts, negatives, tapes and masters therefor, computer programs including their source code and object code, prototypes and other materials (collectively, “Work Product”), including, without limitation, any and all such Work Product generated and maintained on any form of electronic media, that Ambassador generates, either alone or jointly with others, in the performance of this Agreement will be considered a “work made for hire,” and ownership of any and all copyrights in any and all such Work Product will belong to Weave.

9. Indemnification. Ambassador shall indemnify, defend and hold harmless Weave and its affiliates and representatives from and against any and all losses, claims, and expenses (including reasonable attorneys’ fees) directly or indirectly arising out of, or resulting from: (a) any act or omission of Ambassador related to services performed for (or for the benefit of) Weave hereunder, (b) any unauthorized use by Ambassador of Confidential Information, (c) any breach of any representation, warranty, agreement, or covenant of Ambassador contained in this Agreement, or otherwise made to Weave, or (d) any obligation on the part of Weave for any federal or state taxes, FICA, withholding, unemployment insurance, disability insurance, or other charges Weave is required or otherwise becomes liable to pay in connection with the Compensation.

10. Termination. The term of this Agreement (the “Term”) will begin on the Effective Date and will continue until the Agreement is terminated as set forth herein. Weave may terminate this Agreement and any Campaign with or without cause at any time upon written notice to Ambassador. Ambassador may terminate this Agreement and any Campaign at any time with or without cause upon not less than thirty (30) days’ prior written notice to Weave. In the event of termination by either party, Weave shall not be liable to Ambassador for compensation or damages of any kind whatsoever, including direct, indirect, incidental or consequential damages or lost profits, incurred as a result of such termination, other than the compensation payable hereunder for services performed prior to termination.

11. Remedies. Ambassador acknowledges that the actual or threatened disclosure of Confidential Information or any breach of the provisions of Sections 5-7 of this Agreement may give rise to irreparable injury to Weave that cannot be adequately compensated with monetary damages, and Ambassador agrees that Weave may seek and obtain specific performance, injunctive or other equitable relief against the breach or threatened breach of any of the aforementioned paragraphs in addition to any other legal or equitable remedies that may be available.

12. Notice. Whenever notice is to be given hereunder, notice shall be given under this Agreement in writing to the addresses (email being sufficient) set forth on the first page of this Agreement. Any party may change its address for notice by giving notice of the new address to the other party pursuant to this paragraph.

13. Governing Law. This Agreement shall be governed by the internal laws of Utah, without reference to its rules regarding conflicts of law. Any dispute arising out of this Agreement will be submitted to a state or federal court sitting in Utah, which will have the exclusive jurisdiction regarding the dispute and to whose jurisdiction the parties irrevocably submit.

14. Amendment. No modification or amendment of this Agreement shall be effective unless made in writing and signed by both Parties.

15. Survival; Assignment. The provisions of Sections 6 through Sections 9 of the Agreement shall survive and continue in full force and effect after any termination or expiration of this Agreement. This Agreement can only be assigned, delegated, or subcontracted by mutual written agreement of the parties. Any assignment, delegation, or subcontracting in violation of this section shall be void.

16. No Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or be construed as a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement.

17. Severability. If any term or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be found to be invalid, void, or unenforceable, the remaining provisions of this Agreement and any application thereof shall, nevertheless, continue in full force and effect without being impaired or invalidated in any way.

18. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. Delivery of executed signature pages to this Agreement may be by facsimile transmission with confirmation of received transmission or other electronic means that faithfully reproduces the original with the same effect as if a manually signed original were personally delivered.

19. Entire Agreement. This Agreement, including any addenda constitutes the Parties’ entire agreement with respect to the subject matter hereof and supersedes any and all prior statements or agreements, both written or oral, related thereto.