Date of Last Revision: October, 21 2019
SUBSCRIPTION AGREEMENT AT MOVERE.INC
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 Movere, Inc. (“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 10 days’ notice by email. If you do not accept such terms, you may cancel your subscription by providing at least 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 firstname.lastname@example.org.
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 current. 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.
COPYRIGHT AND LIMITED LICENSES
Except for information gathered from you, the Site and Services, including, without limitation, the Movere Software 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, and license to the Software set forth below, are 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; or (i) accessing the Services or the Software for the purpose of developing, or assisting in the development of, a competitive product or service. 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.
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 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 for purposes of receiving the Services and deliverables from Movere. As used in this Agreement, “Affiliate” means any legal entity that controls, is controlled by, or is under common control with a party. “Control” means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity.
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 email@example.com (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.
CONFIDENTIALITY AND USE OF INFORMATION
Confidential Information is non-public information that is designated confidential or that a reasonable person should understand is confidential, including, but not limited to, the Services and Software, the terms of this Agreement, and your account authentication credentials. Confidential Information does not include information that (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party’s business, products or services.
Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its employees, Affiliates, contractors, advisors and consultants (“Representatives”), and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.
These obligations apply (1) for information you download to the Services, until it is deleted from the Services; and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information.
GRANT OF AGGREGATED INFORMATION
You grant Movere the right to use anonymized aggregated information gathered from you and Movere’s other customers.
GRANT OF SOFTWARE LICENSE
As part of the Services 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:
- Movere hereby grants you the non-exclusive, worldwide, revocable, nonassignable, and 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 in order to forward information in encrypted form to Movere.
- The Software is licensed, not sold. All rights not expressly granted herein are reserved by Movere.
- You may not disclose, sell, transfer or convey the Software to any third party without Movere’s prior express written consent.
- 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.
- 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.
- You may not install or use third party software or technology in any way that would subject Movere’s Software, intellectual property or technology to any other license terms.
- The Software is subject to U.S. export jurisdiction. You must comply with all applicable international and national laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end use and destination restrictions by U.S. and other governments related to Movere products, services, and technologies.
- 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.
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.
DEFENSE OF THIRD PARTY CLAIMS
Movere will defend you against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if Movere is promptly notified in writing of the claim and has the right to control the defense and any settlement of it. You must provide Movere with all requested assistance, information, and authority. Movere will reimburse you for reasonable out-of-pocket expenses you incur in providing assistance. This section describes your sole remedies and Movere’s entire liability for such claims.
Movere will defend you against any third-party claim to the extent it alleges that the Services or Software made available by Movere and used within the scope of the license granted herein (unmodified from the form provided by Movere and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party. If Movere is unable to resolve a claim of misappropriation or infringement, it may, at its option, either (1) modify or replace the Services or Software with a functional equivalent or (2) terminate your use of the Services and license and refund any license fees, including amounts paid in advance for unused consumption for any usage period after the termination date. Movere will not be liable for any claims or damages due to your continued use of the Services or Software after being notified to stop due to a third-party claim.
TERM AND TERMINATION
This agreement shall continue until such time as either party terminates. You may terminate without cause by emailing firstname.lastname@example.org to request deactivation of the account. Movere has the right to terminate the Services and your right to use the Software without cause only by providing 30 days prior notice to the email account listed by you in your account information. 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 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, 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. Upon such termination, all licenses granted under this Agreement will terminate immediately.
Movere may suspend use of Services without terminating this Agreement during any period of material breach. Movere will give you notice before suspending Services when reasonable.
Movere may modify, discontinue, or terminate Services in any country or jurisdiction where there is any current or future government regulation, obligation, or other requirement, that (1) is not generally applicable to businesses operating there; (2) presents a hardship for Movere to continue offering the Services without modification; or (3) causes Movere to believe this Agreement or the Services may conflict with any such regulation, obligation, or requirement.
In the event of termination, the following sections shall survive: 4, 5, 6b-h, 9-19.
This Agreement may not be assigned by you without the prior written approval of Movere.
“Movere” and the Movere logos and any other product or service name or slogan displayed on the Site are trademarks of Movere and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Movere or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “”“Movere” or any other name, trademark or product or service name of Movere 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 Movere 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 Movere names or logos displayed on the Site are the property of their respective owners.
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 quality, title, non-infringement, merchantability and fitness for a particular purpose. Neither Movere nor its resellers 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 or 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.
LIMITATION OF LIABILITY
Each party’s maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded up to US$5,000, subject to the following:
- Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business, however caused or on any theory of liability.
- Exceptions. No limitation or exclusions will apply to liability arising out of either party’s (1) confidentiality obligations (except for liability related to your information, which will remain subject to the limitations and exclusions above); or (2) violation of the other party’s intellectual property rights.
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.”
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. The 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Agreement.
When bringing any action arising under this Subscription Agreement, the parties agree to the following exclusive venues:
(1) If Movere brings the action, the venue will be where you have your headquarters.
(2) If you bring the action against Movere or any Movere Affiliate located outside of Europe, the venue will be the state or federal courts in King County, State of Washington, USA.
(3) If you bring the action against Movere or any Movere Affiliate located in Europe, and not also against Movere or a Movere Affiliate located outside of Europe, the venue will be the Republic of Ireland.
The parties consent to personal jurisdiction in the agreed venue. This choice of venue does not prevent either party from seeking injunctive relief in any jurisdiction with respect to a violation of intellectual property rights or confidentiality obligations.
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.
FEEDBACK AND RESIDUAL INFORMATION
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. Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives’ unaided memories in the development or deployment of the parties’ respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly.
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.
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.