Terms of Use

Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form), MoverMate grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the MoverMate product(s) and/or service(s) specified in such Order Form (collectively, the "Service," or "Services") during the applicable Order Form Term (as defined below) for the internal business purposes of Customer, only as provided herein and only in accordance with MoverMate’s applicable official user documentation for such Service (the "Documentation").

Upon payment of any applicable fees set forth in each Order Form, MoverMate agrees to use reasonable commercial efforts to provide standard implementation assistance for the Service only if and to the extent such assistance is set forth on such Order Form ("Implementation Assistance"). If MoverMate provides Implementation Assistance in excess of any agreed-upon hours estimate, or if MoverMate otherwise provides additional services beyond those agreed in an Order Form, Customer will pay MoverMate at its then-current hourly rates for consultation.

From time to time, MoverMate may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge ("Updates"), and such Updates will become part of the Services and subject to this Agreement; provided that MoverMate shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that MoverMate may cease supporting old versions or releases of the Services at any time in its sole discretion; provided that MoverMate shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.

As between the parties, MoverMate retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by MoverMate for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the "Services" and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may (but is not obligated to) provide suggestions, comments, or other feedback to MoverMate with respect to the Service ("Feedback"). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for MoverMate notwithstanding anything else. MoverMate acknowledges and agrees that all Feedback is provided "AS IS" and without warranty of any kind. Customer shall, and hereby does, grant to MoverMate a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair MoverMate’s right to develop, acquire, license, market, promote, or distribute products, software, or technologies that perform the same or similar functions as, or otherwise compete with any products, software, or technologies that Customer may develop, produce, market, or distribute.

Customer shall pay MoverMate fees for the Service as set forth in each Order Form ("Fees"). Unless otherwise specified in an Order Form, all Fees shall be invoiced annually in advance and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from the date of the invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with Service (excluding taxes based on MoverMate’s net income). All Fees paid are non-refundable and are not subject to set-off. If Customer exceeds any user or usage limitations set forth on an Order Form, then (i) MoverMate shall invoice Customer for such additional users or usage at the overage rates set forth on the Order Form (or if no overage rates are set forth on the Order Form, at MoverMate’s then-current standard overage rates for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the Order Form Initial Term or then-current Order Form Renewal Term (as applicable), and (ii) if such Order Form Term renews (in accordance with the section entitled "Term; Termination", below), such renewal shall include the additional fees for such excess users and usage.

Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (vi) use the Service to build an application or product that is competitive with any MoverMate product or service; (vii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or (viii) bypass any measures MoverMate may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service). Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service. Customer (a) shall use the Service in compliance with all applicable local, state, national, and foreign laws, treaties, and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws, and the transmission of technical or personal data laws), and (b) shall not use the Service in a manner that violates any third party intellectual property, contractual, or other proprietary rights.

For purposes of this Agreement, "Customer Data" shall mean any data, information, or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service. Customer shall retain all right, title, and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not MoverMate, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. MoverMate shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Customer Data. Upon request by Customer, MoverMate shall return Customer Data to Customer in the manner and format reasonably requested by Customer. MoverMate is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Service unless such access is due to MoverMate’s gross negligence or willful misconduct. Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent. Notwithstanding anything to the contrary, Customer acknowledges and agrees that MoverMate may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Service to Customer and (B) generating Aggregated Anonymous Data (as defined below), and (ii) freely use and make available Aggregated Anonymous Data for MoverMate’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting, and marketing MoverMate’s products and services). "Aggregated Anonymous Data" means data submitted to, collected by, or generated by MoverMate in connection with Customer’s use of the Service, but only in aggregate, anonymized form which can in no way be linked specifically to Customer.

Customer acknowledges and agrees that the Service may operate on, with, or using application programming interfaces (APIs) and/or other services operated or provided by third parties ("Third Party Services"), including without limitation through integrations or connectors to such Third Party Services that are provided by MoverMate. MoverMate is not responsible for the operation of any Third Party Services nor the availability or operation of the Service to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for Customer to access Third Party Services and for complying with any applicable terms or conditions thereof. MoverMate does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.

Unless otherwise specified in the applicable Order Form, each Order Form shall have an initial term of one (1) year from the Order Form Effective Date (the "Initial Order Form Term") and shall automatically renew for additional successive one (1) year periods (each, an "Order Form Renewal Term" and together with the Initial Order Form Term, the "Order Form Term"), unless either party provides the other party with written notice of its intention not to renew the applicable Order Form at least thirty (30) days prior to the end of the then-current Order Form Term. Either party may terminate this Agreement (including all related Order Forms) (i) if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof; (ii) immediately upon written notice if the other party ceases to operate in the ordinary course, makes an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding. Upon expiration or termination of this Agreement, all rights and duties of the parties hereunder shall terminate except that (i) Customer shall be obligated to pay any accrued and unpaid fees and (ii) the terms of Sections 4, 6, 7, 8, 9, 10, and 12 shall survive termination.

The service and any other products or services provided by MoverMate to Customer are provided "as is" and MoverMate makes no warranties, express or implied, written or oral, arising from course of dealing, course of performance, or usage in trade, or otherwise, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and noninfringement, or any warranties regarding the availability, operation, performance, or use of the service, or that the service will be uninterrupted, error-free, or completely secure.

Except for liability arising from breach of Section 6 (Restrictions), neither party shall be liable under this agreement for any indirect, incidental, consequential, special, or exemplary damages arising out of or related to this agreement, including but not limited to lost profits, lost data, or business interruption, even if the party has been advised of the possibility of such damages. In no event shall either party’s liability arising out of or related to this agreement exceed the amounts paid or payable to MoverMate under this agreement during the twelve (12) months preceding the incident giving rise to the claim.

This Agreement, including any Order Forms and any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof. MoverMate may modify the terms of this Agreement at any time by providing notice to Customer, and such modifications will be effective upon the commencement of Customer’s next Order Form Renewal Term, provided that Customer may terminate the applicable Order Form (and the Agreement with respect thereto) by providing notice of such termination within thirty (30) days of receipt of such modification notice. The failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. If any provision of this Agreement is held to be unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, unless such modification is not possible, in which case such provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect. Neither party may assign or transfer this Agreement without the other party’s prior written consent, except that either party may assign this Agreement to a successor-in-interest in connection with a merger, acquisition, or sale of all or substantially all of its assets. The relationship of the parties is that of independent contractors, and nothing in this Agreement shall be construed to create any other relationship between the parties. All notices required or permitted under this Agreement will be in writing and will be sent to the address specified in the applicable Order Form or as otherwise specified by the parties in writing.