TERMS AND CONDITIONS

Effective Date: October 21 2024

Last Updated: October 21 2024

  1. Agreement Overview

This Software as a Service (SaaS) Agreement (“Agreement”) is a legally binding contract between the Provider (Movd Technologies Inc.) and you, the Customer or User, governing your access and use of the software and services (“Software” or “Application”). By using the Software, you agree to abide by the terms outlined in this Agreement. If you do not accept these terms, you must discontinue use immediately.

This Agreement is divided into:

  1. Terms of Service
  2. Terms of Use
  3. Privacy Policy
  1. Definitions
  • Agreement: This document, including all sections and any updates made by the Provider.
  • Application/Software: The software services provided by the Provider under this Agreement.
  • Confidential Data: Any non-public information, including business data, personnel details, or the terms of this Agreement.
    • Exclusions: Information that becomes public, was independently developed, or legally obtained by a third party without breaching confidentiality.
  • Customer: Any individual or entity subscribing to the Software.
  • Customer Data: Data input, stored, and processed using the Software.
  • Effective Date: The date the Agreement comes into force.
  • Incident: A disruption or issue affecting the Software’s performance requiring support intervention.
  • Subscription Fee/Transaction Fee: The payment required to access and use the Software.
  • Term: The duration of the Agreement, including renewal periods.
  • User: Any individual authorized by the Customer to access the Software (e.g., employees, contractors).
  1. Interpretation Guidelines
  • Singular terms include plural forms, and vice versa.
  • “Person” includes legal entities like companies or partnerships.
  • All monetary references are in U.S. dollars, unless otherwise specified.
  • Headings are for reference only and do not affect the interpretation of this Agreement.
  1. Terms of Service

4.1 Subscription Details and Pricing Model

  • The Customer agrees to pay all fees in accordance with the chosen pricing plan.
  • Fees may change at the beginning of each renewal term, with 60 days’ prior written notice.

4.2 Payment Terms and Billing Cycles

  1. Subscription Fees:
    • Fees are billed in advance at the start of each billing cycle, either monthly or annually.
  2. Transaction Fees:
    • May be billed in advance based on a weighted usage average or in arrears based on actual usage at the end of the billing cycle.
  3. Payment Terms:
    • Invoices must be paid within 30 days of receipt (net 30). Late payments may incur penalties or result in account suspension until full payment is made.

4.3 Access Rights and Usage Limitations

  • The Customer is granted a non-exclusive, non-transferable right to use the Software for internal business operations.
  • The Software may not be sublicensed, resold, or redistributed without written consent from the Provider.

4.4 Data Ownership and Security

  • Customer Data remains the property of the Customer.
  • The Provider will implement reasonable measures to safeguard data from unauthorized access.
  • Upon termination, the Provider will retain Customer Data for 3 months, after which it will be permanently deleted unless agreed otherwise.

4.5 Service Level Agreements (SLAs)

  • Uptime Guarantee: The Software will be available 99.9% of the time, excluding scheduled maintenance or events outside of the Provider’s control.
  • Incident Support:
    • High-priority issues will receive a response within 4 hours; lower-priority issues within 24-72 hours.
  • Service Requests: Non-critical requests (e.g., configuration changes) are assessed on a first-come, first-served basis and may incur additional fees if outside the product roadmap.

4.6 Term, Termination, and Renewal

  • The Agreement remains in effect for an initial 12-month term and renews automatically unless either party provides 30 days’ written notice.
  • Immediate termination is permitted for material breaches not resolved within 7 days of notice.

4.7 Limitation of Liability and Indemnification

  • Neither party is liable for indirect, incidental, or consequential damages.
  • The Provider’s total liability is limited to the fees paid in the 6 months (for monthly plans) or 12 months (for annual plans) preceding the claim.
  • Each party agrees to indemnify the other against claims arising from improper use of the Software.

4.8 Force Majeure

Neither party will be liable for delays or failures caused by events beyond their control, including natural disasters, cyberattacks, or government actions. Affected parties must notify the other party promptly and take reasonable steps to mitigate the impact.

4.9 Dispute Resolution

  • Disputes will first be addressed through mediation:
    • A written notice describing the dispute and proposed resolution must be sent.
    • Mediation will occur within 10 business days of notice receipt.
    • If mediation fails, either party may pursue legal remedies.

4.10 Non-Solicitation

Both parties agree not to solicit or hire the other party’s employees during the Agreement term and for 1 year following termination.

  1. Terms of Use

5.1 Acceptable Use Policies

  • The Software may not be used to transmit malicious code or infringe on third-party intellectual property rights.
  • Misuse of the Software will result in immediate termination.

5.2 User Responsibilities

  • Users must safeguard login credentials and report any unauthorized access immediately.
  • Customers are encouraged to provide feedback to help improve the Software.

5.3 Intellectual Property Rights

  • The Software, including all updates and enhancements, remains the intellectual property of the Provider.
  • Reverse engineering or tampering with the Software is strictly prohibited.

5.4 Training and Onboarding

  • The Provider will offer 2 hours of remote training to designated personnel.
  • Additional training sessions are available upon request at an agreed fee.
  • Self-service resources such as FAQs, guides, and video tutorials will be made available to all users.
  • Support is primarily offered in English, with multilingual assistance available upon request.
  1. Privacy Policy Overview

The Provider collects and processes Customer Data in accordance with its Privacy Policy, which ensures compliance with relevant data protection regulations (e.g., GDPR). The Customer is responsible for ensuring any personal data shared through the Software complies with applicable laws.

  1. Governing Law

This Agreement is governed by the laws of Delaware, USA, without regard to its conflict of law principles. Any disputes will be resolved in the courts located in Wilmington, Delaware, unless otherwise agreed through arbitration or mediation.

  1. Modifications to the Agreement

The Provider reserves the right to modify the Agreement. 60 days’ notice will be provided for any significant changes. Continued use of the Software after changes constitutes acceptance of the updated terms.

  1. Contact Information

For any questions or concerns, please contact us at:
Movd Technologies Inc.
2810 N Church St, Wilmington, Delaware, USA
[email protected]