Terms of Service

1. Eligibility and accounts

The Service is intended solely for use by K-12 schools and their authorized teachers and students. To use the Service, a school must enter into a pilot agreement or subscription with Weft (or use the Service under an authorized pilot program). Individual users (teachers and students) may create accounts only if they are authorized by a participating school.

Minors (students under 18) may use the Service only under the authorization, direction, and supervision of their school. The school is solely responsible for obtaining any parental consents, providing any required notices, and complying with all applicable laws (including FERPA and COPPA) before allowing students to use the Service.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us immediately at newtheyork@gmail.com if you suspect unauthorized use of your account.

2. Description of the Service and license grant

Weft is a macOS desktop application that enables teachers to create timed essay assignments and allows students to write and submit essays within a locked-down, full-screen environment during scheduled exam windows. The application includes optional proctoring features that operate only while an exam is active.

Subject to these Terms and any applicable pilot or subscription agreement, Weft grants you a limited, non-exclusive, non-transferable, revocable license to download, install, and use the Weft application solely for its intended educational purpose within your school. You may not reverse engineer, decompile, disassemble, modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service or any part of it, except to the extent expressly permitted by applicable law.

3. Proctoring, device monitoring, and consent

During an active exam window the Weft application performs the following monitoring functions on the student's device, and by using the Service during an exam you (and the school on whose behalf you are acting) expressly consent to such monitoring:

• Detection of remote desktop / remote control software, screen-sharing or recording applications, virtual machines, and extra displays, by matching the names and identifiers of running applications and hardware signals against a known list. Only the match results are recorded (application names and identifiers, never window contents or documents). The application notifies the student of detected items, and the student's writing is paused while a flagged application remains running.
• Enforcement of the locked, full-screen exam environment, including recording status events when the student leaves full screen or the exam loses focus and when they resume.
• Autosaving of the essay text as the student types, so the submission reaches the teacher for grading.

The application does not capture screenshots or any other image of the screen, and it does not collect or compare the device's IP address for network verification. No monitoring occurs outside of active, teacher-scheduled exam windows. The application does not capture audio, video of the student or room, keystroke logs, or contents of other applications or files beyond what is necessary for the exam, and monitoring ends when the student submits or the session ends.

The school and each user acknowledge that these monitoring features are an integral part of the Service's value for maintaining academic integrity in proctored settings. If a school or user does not wish to consent to this monitoring, they should not use the proctored exam features of Weft.

4. Acceptable use

You agree to use the Service only for lawful educational purposes and in accordance with these Terms, your school's policies, and all applicable laws. Without limiting the foregoing, you will not:

• Attempt to circumvent, disable, or interfere with any proctoring, security, or access-control features of the Service.
• Share account credentials, allow anyone else to use your account, or use another person's account.
• Upload, submit, or store any content that is illegal, infringing, defamatory, or that violates the rights of any third party or your school's code of conduct.
• Use the Service to develop or train any competing product or for any competitive analysis without our prior written consent.
• Introduce malware, viruses, or other harmful code, or engage in any activity that could damage, disable, or overburden the Service or our infrastructure.

Weft may suspend or terminate access if we reasonably believe a user or school has violated these acceptable use rules or any other provision of these Terms.

5. School responsibilities

Each school is solely responsible for:

• Obtaining all necessary consents, providing all required notices, and complying with FERPA, COPPA (where students under 13 are involved), applicable state student data privacy laws, and any other legal or regulatory requirements before allowing students to use the Service.
• Ensuring that only authorized teachers and students receive accounts and that accounts are promptly deactivated when individuals leave the school or are no longer authorized.
• Configuring exam rules, time limits, approved website lists, and any Blackbaud integration settings appropriately for each class.
• All decisions regarding academic integrity, grading, and any consequences arising from proctoring data or exam submissions. Weft provides tools and records; the school retains full responsibility for interpretation and action.
• Maintaining the security of its own devices, networks, Google Sheets, and Blackbaud credentials used in connection with the Service.

6. Pilot or free use; disclaimer of warranties

The Service is currently offered to participating schools on a pilot or free basis. Weft may, at its sole discretion, begin charging fees for continued or expanded use in the future. Any future paid plans will be governed by a separate subscription agreement or updated Terms that will be provided in advance.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WEFT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

7. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WEFT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF WEFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL WEFT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE TOTAL FEES PAID BY THE SCHOOL TO WEFT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM (OR, IF NO FEES HAVE BEEN PAID, THE SUM OF ONE HUNDRED DOLLARS ($100)). THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Nothing in these Terms excludes or limits liability for gross negligence, willful misconduct, or any other liability that cannot be limited or excluded under applicable law.

8. Indemnification

By the school. To the extent permitted by applicable law, the school agrees to defend, indemnify, and hold harmless Weft and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the school's or its users' use of the Service or violation of these Terms; (b) any content submitted through the Service; (c) the school's failure to obtain required consents or provide required notices to parents or students; (d) any decision by the school regarding academic integrity, grading, or disciplinary action; or (e) any claim that the school's use of the Service infringes the rights of a third party.

By Weft. Weft will defend, indemnify, and hold harmless the school from and against any third-party claim that the Weft application (as provided by Weft and used in accordance with these Terms) infringes or misappropriates a valid U.S. patent, copyright, or trademark of that third party, provided that the school: (i) promptly notifies Weft in writing of the claim; (ii) grants Weft sole control of the defense and settlement; and (iii) provides reasonable cooperation. If any such claim occurs or, in Weft's opinion, is likely to occur, Weft may, at its option and expense: (A) procure for the school the right to continue using the Service; (B) replace or modify the Service so that it becomes non-infringing; or (C) terminate these Terms and refund any prepaid fees on a pro-rata basis. This indemnification does not apply to claims arising from modifications made by the school, combination with other products not provided by Weft, or use outside the scope of the license.

9. Termination

Either party may terminate these Terms or the school's access to the Service at any time, with or without cause, upon written notice (email sufficient). Upon termination or expiration: (a) all licenses granted to the school and its users immediately terminate; (b) the school must cease all use of the application and uninstall it from its devices; and (c) Weft will, upon the school's verified request, delete or return the school's data in accordance with the Privacy Policy and any applicable Data Processing Addendum, except for data that must be retained by law or for legitimate audit purposes.

Provisions that by their nature should survive termination (including but not limited to Sections 6, 7, 8, 10, 11, and 12) shall survive.

10. Changes to these Terms

Weft may update these Terms from time to time. When we make material changes we will provide notice to schools (by email to the address associated with the account or through an in-app notice) and will update the "Last updated" date. The updated Terms will become effective on the date specified in the notice (or if no date is specified, thirty (30) days after notice). Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If a school does not agree to the updated Terms, it must stop using the Service and may request deletion of its data.

11. Governing law and dispute resolution

These Terms and any dispute arising out of or relating to them or the Service shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The parties agree that any legal action or proceeding shall be brought exclusively in the state or federal courts located in New Castle County, Delaware, and each party consents to the personal jurisdiction and venue of those courts.

Before filing any claim, the parties agree to attempt in good faith to resolve the dispute informally by contacting the other party at the email addresses in the Contact section. If the dispute is not resolved within thirty (30) days, either party may pursue formal remedies.

12. Miscellaneous

These Terms, together with the Privacy Policy and any pilot or subscription agreement between the school and Weft, constitute the entire agreement between the parties concerning the subject matter and supersede all prior agreements and understandings. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any provision shall be effective unless in writing. Neither party may assign these Terms without the prior written consent of the other party, except that Weft may assign to an affiliate or in connection with a merger, acquisition, or sale of assets. These Terms do not create any agency, partnership, or joint venture relationship. The headings in these Terms are for convenience only and do not affect interpretation.

13. Contact

By using the Weft Service you acknowledge that you have read, understood, and agree to these Terms of Service and the accompanying Privacy Policy.