Date of Last Revision: May 10th, 2018
PLEASE READ THIS SUBSCRIPTION AGREEMENT CAREFULLY. BY ACCESSING OR USING THIS WEB SITE, SOFTWARE OR OUR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS, POLICIES, GUIDELINES AND DISCLOSURES INCORPORATED BY REFERENCE.
This agreement (“Agreement” or “Subscription Agreement”), governs your (“you” or “your”) access to, and use of, the Site, services (“Services”) and software (“Software”) of Unified Logic, Inc., dba Movere (“Movere”). This Subscription Agreement does not alter in any way the terms of any written agreement signed by you and Movere. If you are using this Site, the Services or Software on behalf of any entity, you represent and warrant that you are authorized to accept this Subscription Agreement on such entity’s behalf and the term “you” shall refer to you personally and such entity.
Movere reserves the right to change or modify this Subscription Agreement and any policy or guideline governing the Site, Services, and Software at any time and in its sole discretion, upon thirty (30) days notice by email. If you do not accept such terms, you may cancel your subscription by providing at least ten (10) days notice of cancellation by email.
All questions or comments about the Site, Software or the Services or its contents should be directed to email@example.com.
1. REGISTRATION FOR THE SERVICES
If you wish to subscribe to the Services, you will be required to register by providing information about yourself and, if you are registering on behalf of an entity, information about that entity (such as identification, and contact details). You warrant and represent that any such information you provide is accurate, complete and updated. Failure to do so constitutes a breach to this Agreement and may result in a termination of your account and/or access to the Services and the Software. You are responsible for maintaining the security and confidentiality of your account password. You are also solely responsible for all activities that occur through your User ID and password. You agree not to access or use, or attempt to access or use, the Services or the Software or any part thereof using the identity or the registration data of any person other than yourself. You agree to immediately notify Movere of any unauthorized use of your User ID or password. From time to time, you may be asked to confirm your account via an email message. If such account is not reconfirmed, the account may be deactivated and/or deleted by Movere.
You agree to pay the amount listed by Movere or its Reseller for the particular Services and licenses selected by you. For those customers making payment by credit card, PayPal or other non-cash method, you authorize Movere or its Reseller to bill your account for the amount payable for the selected Services and licenses. You represent and warrant that all account information that you provide to Movere for such purposes shall be true and correct. In the event that Movere or its Reseller chooses to increase rates, it shall provide you with email notification of such increase at least thirty (30) days in advance and you may elect to terminate the Service prior to such increase becoming effective by contacting Movere by email. You must promptly inform Movere or the responsible Reseller of any changes in your credit card information. You may make changes to your account information on your User Profile webpage. Movere and its Reseller (if any) reserve the right to collect certain taxes or other assessments from you in order to comply with local, state, Federal, or international laws and regulations, as required now or later imposed. If you claim exemption from any taxes, you shall provide Movere or the responsible Reseller (if any) with documentation required by the taxing authority to support an exemption. Movere shall not issue any refunds except within its sole discretion.
3. COPYRIGHT AND LIMITED LICENSE
Except for information gathered from you, the Site and Services, including, without limitation, the Movere and Movere logos, and all designs, text, graphics, images, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Materials”) are the property of Movere and its licensors and are protected by U.S. and international copyright laws.
You are granted a limited, non-sublicensable license to access and use the Site and Services. Such license is subject to this Subscription Agreement and does not include or authorize: (a) any resale of the Site, Services, Materials, or any portion thereof; (b) the distribution, public performance or public display of any Materials; (c) modifying or otherwise making any derivative uses of the Site, Services, Materials, or any portion thereof except that you may freely modify and make derivative uses of deliverables created for your use by Movere; (d) use of automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Site or Services; (e) downloading (other than page caching) of any portion of the Site, Services or Materials or any information contained therein, except that you may freely download your own information and deliverables created for your use by Movere; (f) any attempt to gain unauthorized access to Movere’s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site or Services; or (g) use of any portion of the Site, Services or the Materials as a destination linked from any unsolicited bulk messages or unsolicited commercial messages; (h) copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code of any Movere Services, software or any part thereof. Unless explicitly stated herein, nothing in this Subscription Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
4. CONSENT TO RECEIVE EMAILS AND NOTICE
As long as you maintain a subscription, you may not “opt out” of receiving account-related emails from Movere or your Reseller (if any). The parties hereto may give legal notice by means of electronic mail, which electronic mail shall be considered delivered when sent. The notice address of Movere shall be firstname.lastname@example.org (or such other address as is provided by Movere to you via email at your Notice address) and your address for the receipt of notices pursuant to this Agreement shall be the current email address listed by you in your account profile. You also agree, unless you opt out, to receive marketing emails related to the Services and the app.
By initiating download of information to the Services, you grant Movere and its affiliates the right to copy, modify, process, supplement and transmit derivatives thereof back to you in order to provide the Services to you. You represent and warrant that (a) you own and control all of the rights to the information that you provide to Movere or that you have the right to provide such information to Movere and its Reseller for purposes of receiving the Services and deliverables from Movere.
5. CONFIDENTIALITY AND INTERNAL USE
Movere shall not disclose any of the information you or any third party provide except to you, the party that provided the information and any third party designated by the information provider, except as may be required by law, regulation, judicial or administrative process.
You grant Movere the right to use anonymized aggregated information gathered from you and Movere’s other customers to create normative data for purposes of providing additional services to its customers. This grant shall not authorize Movere to provide third parties information from which your information might be derived.
6. GRANT OF END-USER LICENSE
As part of the Service provided under this Agreement, Movere will transmit downloadable Software to you or those designated by you. Such Software is specially configured for restricted use and is provided under the following terms:
a. Movere hereby grants you the non-exclusive worldwide revocable nonassignable non-sublicensable right to load the Software onto and run such Software on one or multiple devices and/or networks owned and controlled by you for use on Microsoft Windows devices running Windows.NET 4.5.2 framework or above and to create output files whereby you may forward its information in encrypted form to Movere.
b. The Software is licensed, not sold. All rights not expressly granted herein are reserved by Movere.
c. You may not disclose, sell, transfer or convey the Software to any third party without Movere’s prior express written consent.
d. All title and copyrights in and to the Software are owned by Movere or its suppliers. You may print one copy of any documentation provided by Movere.
e. You may not alter, duplicate, modify, rent, lease, loan, sublicense, make copies of, create derivative works from, distribute or provide others with the Software, in whole or in part.
f. You may not export, ship, transmit or re-export the Software in violation of any applicable law or regulation, including, but not limited to, Export Administration Regulations issued by the U.S. Department of Commerce.
g. The Software is a “commercial item” as that term is defined in 48 C.F.R. 2.101 consisting of “commercial computer Software” and “commercial computer Software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, if you are the U.S. Government or any agency or department thereof, the Software is licensed hereunder (i) only as a commercial item, and (ii) with only those rights as granted to all other customers pursuant to the terms and conditions hereof.
7. COMPLIANCE WITH LAWS
You represent and warrant that your use of the Site, Services and the Software shall comply with all local, state and federal laws.
Movere shall indemnify and hold you and your personnel harmless from and against any and all claims made by and liabilities to third parties and related expenses (including reasonable attorneys’ fees) arising from Movere’s breach of confidentiality, misappropriation or infringement of intellectual property.
You agree to defend, indemnify and hold harmless Movere, its Reseller, and their corporate affiliates, independent contractors, service providers and consultants, and each of their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of your breach of the terms of this Agreement, your alleged breach of the rights of any third party and claims that information that you provide to Movere or its Reseller is wrongfully possessed by Movere or Reseller, including without limitation any actual or threatened suit, demand or claim arising therefrom.
9. Term and Termination
This agreement shall continue until such time as either party terminates. You may terminate without cause by emailing email@example.com to request deactivation of the account. No refund of fees shall be made except in Movere’s sole discretion. Movere has the right to terminate the Services and your right to use the Software without cause only by providing thirty days prior notice to the email account listed by you in your account information. In such event, Movere shall make a pro rata refund. In the event this Agreement is terminated, Movere will make available to you a file of the data you submitted to the Service for download for a period of fifteen (15) days after termination. You agree and acknowledge that neither Movere nor its Resellers have any obligation to retain the information that you provide, and may delete same, fifteen (15) days after termination.
Movere may immediately terminate this Agreement in the event you materially breach this Agreement. Any breach of your payment obligations or unauthorized use your account will be deemed a material breach of this Agreement.
In the event of termination, the following sections shall survive: 2, 3, 5, 6b-g, 8-21.
10. INTERSTATE NATURE OF COMMUNICATIONS
You acknowledge that in using Movere Services you will be causing communications to be sent through interstate telecommunications networks, which are governed by federal law pursuant to the interstate commerce clause of the US Constitution. Even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. You acknowledge that use of the Services results in interstate data transmissions.
11. ASSIGNMENT; CHANGE IN CONTROL
This Agreement may not be assigned by you without the prior written approval of Movere but may be assigned without your consent by Movere to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger.
“Unified Logic”, “Movere” and the Unified Logic and Movere logos and any other product or service name or slogan displayed on the Site are trademarks of Unified Logic and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Unified Logic or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “Unified Logic”, “Movere” or any other name, trademark or product or service name of Unified Logic without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Unified Logic and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and Unified Logic names or logos displayed on the Site are the property of their respective owners.
13. DISCLAIMERS AND ACKNOWLEDGEMENTS REGARDING USE OF SITE INFORMATION
EXCEPT AS OTHERWISE EXPLICITLY PROVIDED HEREIN, THE SITE, THE SOFTWARE, THE SERVICES AND THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. MOVERE AND ITS RESELLERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER MOVERE NOR ITS RESELLER REPRESENT OR WARRANT THAT THE SITE, SOFTWARE, SERVICES OR MATERIALS, INCLUDING THE INFORMATION AVAILABLE IN OR ON THE SITE OR THROUGH THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE MOVERE ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SITE AND THE SERVICES SAFE, MOVERE AND ITS RESELLERS CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SITE AND THE SERVICES OR ITS SERVER(S), OR ANY CONTENT OR MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND NEUTRALIZE VIRUSES, SPYWARE, MALWARE, AND OTHER HARMFUL OR OTHERWISE UNDESIRABLE COMPONENTS FROM ANY DOWNLOAD.
14. LIMITATION OF LIABILITY
IN NO EVENT SHALL MOVERE OR ANY OF ITS CORPORATE AFFILIATES, INDEPENDENT CONTRACTORS, RESELLERS, SERVICE PROVIDERS OR CONSULTANTS, OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH ANY USE OF THE SITE, THE SERVICES, THE SOFTWARE OR THE MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES, LOSS OR INJURY CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM MOVERE OR ITS RESELLER, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO MOVERE’S RECORDS, PROGRAMS OR SERVICES. THE AGGREGATE LIABILITY OF MOVERE AND ITS RESELLERS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING IN ANY MANNER TO THE USE OF THE SITE, THE SERVICES, THE SOFTWARE OR THE MATERIALS SHALL NOT EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO MOVERE OR ITS RESELLER FOR ACCESS TO OR USE OF THE SITE OR THE SERVICES.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
15. DISPUTE RESOLUTION
Except for the right of a party to apply to a court for a temporary restraining order, preliminary injunction or other equitable relief, any controversy or claim arising out of or relating to this Agreement that cannot be resolved through negotiation will be resolved by binding arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. If the parties cannot agree on a single arbitrator, the arbitrator will be selected by the American Arbitration Association. All arbitration proceedings will occur in English and will be held in Seattle, Washington, USA. The parties agree that any dispute resolution proceeding will be conducted on an individual basis and not as a class or representation action. Neither you nor Movere shall be a member of a class, consolidated or representative action or proceeding. The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction. The cost of the arbitration shall be borne equally by the parties. Neither party nor the arbitrator may disclose the existence or results of any arbitration hereunder. The authority of the arbitrator to award damages in any event is and shall be limited by this Agreement.
16. APPLICABLE LAW AND VENUE
This Subscription Agreement and your use of the Site and the Services shall be governed by and construed in accordance with the laws of the United States of America and the State of Washington applicable to agreements made and to be entirely performed within the State of Washington (even if your use is outside of the State of Washington), without resort to its conflict of law provisions. You agree that with respect to any disputes or claims not subject to arbitration (as set forth above), any action at law or in equity arising out of or relating to the Site and the Services or this Subscription Agreement shall be filed only in the state and federal courts located in King County, Washington and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts and waive any claims of forum non conveniens.
If any of this Subscription Agreement should be determined to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction then such term shall be enforced only to the extent it is enforceable and the remaining terms shall survive and remain in full force and effect and continue to be binding and enforceable.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Feedback”). By submitting Feedback to Movere or its Reseller, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Movere or its Reseller under any fiduciary or other obligation, that Movere is free to disclose the Feedback on a non-confidential basis to anyone or otherwise use the Feedback without any additional compensation to you. You acknowledge that, by acceptance of your submission, Movere, does not waive any rights to use similar or related ideas previously known to Movere, or developed by its employees, or obtained from sources other than you.
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 shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
20. FORCE MAJEURE
If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
21. ENTIRE AGREEMENT