Legal

Last modified: June 28th, 2019

At Mover, we are committed to the integrity of your data every step of the way.

If you feel there is anything we could be doing better for the privacy and security of your data, please contact us.

Security

We provide this overview so that you can better understand the security measures we've put in place to protect the information that you transmit using Mover.

Secure Storage & Transfers

We encrypt the files that you transmit through Mover using the AES-256 standard, which is the same encryption standard used by banks to secure customer data. Encryption for your files is applied as soon we receive them, and we manage the encryption keys.

Mover uses Amazon EC2, Microsoft Azure, Google Cloud Compute, and other custom hosted servers for our server infrastructure. Microsoft, Google, and Amazon store data over several large-scale data centers.

You can find more information about:

If supported, your files are sent between the services you choose and our servers over a secure channel using 256-bit TLS (Transport Layer Security) encryption, the standard for secure Internet network connections.

Your Data is Not Retained by Mover

After we have completed transmission of your data between the services you have directed us to use we remove any copies of your data from our servers. We simply facilitate the transfer of your data and we have no interest in, or benefit from, retaining your data.

Privacy

We guard your privacy to the best of our ability and work hard to protect your information from unauthorized access.

Mover employees are prohibited from viewing the content of files you transmit through Mover, and are only permitted to view file metadata (e.g., file names and locations). Like most online services, we have a small number of employees who must be able to access user data for the reasons stated in our privacy policy (e.g., when legally required to do so). But that's the rare exception, not the rule. We have strict policy and technical access controls that prohibit employee access except in these rare circumstances. In addition, we employ a number of physical and electronic security measures to protect user information from unauthorized access.

On the rare occasion, Mover employees may access your connections and files only to fix bugs or troubleshoot problems that have been identified.

Compliance With Laws and Law Enforcement

As set forth in our privacy policy, and in compliance with Canadian law, Mover cooperates with Canadian law enforcement when it receives valid legal process, which may require Mover to provide the contents of files we currently possess. In these cases, Mover will remove Mover's encryption from the files before providing them to law enforcement. Since we do not retain any files after their transmission it is highly unlikely that we will have any of your personal data on hand if such a legal request occurs.

How to Add Your Own Layer of Encryption to Mover

Mover applies encryption to your files after they have been uploaded, and we manage the encryption keys. Users who wish to manage their own encryption keys can apply encryption before transmitting files through Mover. Please note that if you encrypt files before transmitting them, some features may not be available.

Where Do I Report Security Concerns?

We take a number of measures to ensure that the data you transmit through Mover is safe and secure. While we're very confident in our technology, we recognize that no system can guarantee data security with 100% certainty. For that reason, we will continue to innovate to make sure that our security measures are state of the art, and we will investigate any and all reported security issues concerning Mover's services or software. For a direct line to our security experts, report security issues to legal@mover.io.

We will fully credit anybody whose reports lead to the improvement of Mover security.


Security in Depth

Summary

This whitepaper presents an overview of Mover’s infrastructure with regards to security and how it fits into customers planned implementation. It will cover security policies and encryption.

Mover is a highly available infrastructure with the primary purpose of moving files between cloud storage providers. We provide a level of service tailored for the customer, and we understand that security and reliability are the most important features. We are dedicated to continually improving, and the policies presented here are to be considered the minimum standard of our implementation.

Security

Security for us comes in four primary areas:

  1. Authorization of the service for a user.
  2. Storage of user authorization information.
  3. Protection of our infrastructure from external intrusion.
  4. Security of a user’s data as it flows through our system.

Authorization of service

During the process of authentication with a cloud storage provider or other service, we require the collection of authentication data to be retrieved and stored for later use. There are two primary methods that are used to collect this data, they are:

  1. OAuth
  2. OAuth (Open Authorization) is a web standard which provides a process for end-users to authorize third-party access to their server resources without sharing credentials. More information can be found at:

    Although the exact encryption method varies browser by browser, Mover requires strong TLS encryption between Mover and the User for the initial authorization. All our OAuth token exchange use TLS v1.2 to connect to the authorizing server. OAuth will allow the user to deny Mover access to the third-party service at any time by revoking our token.

  3. Direct password or key collection
  4. All password or key collection occurs through the web interface over a secure TLS connection utilizing strong ciphers, generally 256-bit AES or stronger.

Storage of user authorization information

In order for us to have continual access to the user’s service, we need to store authorization credentials. In the case of OAuth or OAuth like services, like Box, we store an authorization token which grants us access. In the case of a direct password or key, like FTP servers or Amazon S3, we need to store direct authorization credentials.

These credentials are the key to accessing the customer’s files, and we take special care to secure this properly. All tokens and passwords are encrypted using AES 256 variant with both global and user specific encryption keys. This data is then stored in our internal database servers with no outside access.

Security of Infrastructure

It is important that our infrastructure is secured from external attacks. The following classes of servers have carefully implemented security policies:

  1. Runners
  2. Runners are our servers that move files. Since this entire process relies on outbound connections, our security policy can be very simple and secure. There is no outside access allowed to these servers. All outbound traffic is pushed through a point firewall, obfuscating the infrastructure behind.

    For maintenance, SSH access is allowed through a two stage process. Access to the point firewall utilizing SSH keys only, then from there SSH access to the individual servers only via SSH keys. To further increase security, inbound SSH is only allowed from specific white-listed IP addresses.

  3. API Servers
  4. Our API servers, both for our public API and internal API, have a public facing interface. Similar to the Runners, the API servers have SSH management access through a two stage process. The main difference is that our API servers require a public facing web interface that is completely open. Only TLS web traffic is allowed into this interface. For our internal application API, only authenticated session based traffic is allowed. For our public API all access is secured through our managed API keys.

  5. Web interface
  6. All applications by Mover that have a web interface (ie. https://app.mover.io) are secured using TLS strong ciphers. User input, including username and passwords, are passed securely to the backend over this encrypted TLS connection, identified by our site-wide 2048-bit TLS certificate.

User data as it flows through us

During the process of a transfer, all files are downloaded to our Runner servers, then uploaded to the destination service. Each step relies on the security provided by the individual service that we are getting the files from, or uploading the files to. The following list describes the encryption available with each service:

No Encryption TLS SSH
  • FTP
  • MySQL
  • Amazon S3
  • Box
  • Dropbox
  • Egnyte
  • FTPS
  • Google Drive
  • Office 365
  • OneDrive
  • Rackspace
  • SharePoint
  • WebDAV
  • SFTP

During mediation process, Mover maintains a copy of the file, temporarily, on an encrypted file system before it uploads it to the final destination. As soon as the file has been verified uploaded, we immediately remove the file from our cache. We never keep a copy of your data.

Architecture Overview Diagram

Mover Architecture Overview Diagram

Privacy Policy

This Privacy Policy provides our policies and procedures for collecting, using, and disclosing your information. Users can access the Mover service (the “Service”) through our website (mover.io), applications on Devices, through APIs, and through third-parties. A “Device” is any computer used to access the Mover Service, including without limitation a desktop, laptop, mobile phone, tablet, or other consumer electronic device. This Privacy Policy governs your access of the Mover Service, regardless of how you access it, and by using our Services you consent to the collection, transfer, processing, storage, disclosure and other uses described in this Privacy Policy. All of the different forms of data, content, and information described below are collectively referred to as “information.”

The Information We Collect and Store

We may collect and store the following information when running the Mover Service:

Information You Provide

When you register an account, we may collect some personal information, such as your name, credit card or other billing information, email address and home or business postal addresses. You may also ask us to import your contacts by giving us access to your third party services (for example, your email account) or to use your social networking information if you give us access to your account on social network connection services. You may also provide us with your contacts' email addresses when sharing folders or files with them. We may also receive Personal Information (for example, your email address) through other users, for example if they have tried to share something with you.

Files

We temporarily collect and store the files you upload, download, or access with the Mover Service (“Files”). Once we have finished moving or manipulating your Files we automatically and permanently delete them from our servers.

Log Data

When you use the Service, we automatically record information from your Device, its software, and your activity using the Services. This may include the Device's Internet Protocol (“IP”) address, browser type, the web page visited before you came to our website, information you search for on our website, locale preferences, identification numbers associated with your Devices, your mobile carrier, date and time stamps associated with transactions, system configuration information, metadata concerning your Files, and other interactions with the Service.

Using the Service will generate an activity log per transfer, tied only to your account, listing metadata such as file name and file size. These are retained for quality assurance and troubleshooting purposes.

Cookies

We also use “cookies” to collect information and improve our Services. A cookie is a small data file that we transfer to your Device. We may use “persistent cookies” to save your registration ID and login password for future logins to the Service. We may use “session ID cookies” to enable certain features of the Service, to better understand how you interact with the Service and to monitor aggregate usage and web traffic routing on the Service. You can instruct your browser, by changing its options, to stop accepting cookies or to prompt you before accepting a cookie from the websites you visit. If you do not accept cookies, however, you may not be able to use all aspects of the Service.

How We Use Personal Information

Personal Information

In the course of using the Service, we may collect personal information that can be used to contact or identify you (“Personal Information”). Personal Information is or may be used: (i) to provide and improve our Service, (ii) to administer your use of the Service, (iii) to better understand your needs and interests, (iv) to personalize and improve your experience, and (v) to provide or offer software updates and product announcements. If you no longer wish to receive communications from us, please follow the “unsubscribe” instructions provided in any of those communications.

Analytics

We also collect some information (ourselves or using third party services) using logging and cookies, such as IP address, which can sometimes be correlated with Personal Information. We use this information for the above purposes and to monitor and analyze use of the Service, for the Service's technical administration, to increase our Service's functionality and user-friendliness, and to verify users have the authorization needed for the Service to process their requests. As of the last modified date of this policy, we use Google Analytics, Intercom, and FullStory.

Information Sharing and Disclosure

Third-Party Applications

We may share your information with a third party application with your consent, for example when you choose to access our Services through such an application. We are not responsible for what those parties do with your information, so you should make sure you trust the application and that it has a privacy policy acceptable to you.

Compliance with Laws and Law Enforcement Requests; Protection of Mover's Rights

We may disclose to parties outside Mover files stored in Mover and information about you that we collect when we have a good faith belief that disclosure is reasonably necessary to (a) comply with a law, regulation or compulsory legal request; (b) protect the safety of any person from death or serious bodily injury; (c) prevent fraud or abuse of Mover or its users; or (d) to protect Mover's property rights. If we provide your Mover files to a law enforcement agency as set forth above, we will remove Mover's encryption from the files before providing them to law enforcement. However, Mover will not be able to decrypt any files that you encrypted prior to storing them on Mover.

Business Transfers

If we are involved in a merger, acquisition, or sale of all or a portion of our assets, your information may be transferred as part of that transaction, but we will notify you (for example, via email and/or a prominent notice on our website) of any change in control or use of your Personal Information or Files, or if either become subject to a different Privacy Policy. We will also notify you of choices you may have regarding the information.

Non-Private or Non-Personal Information

We may disclose your non-private, aggregated, or otherwise non-personal information, such as usage statistics of our Service.

Changing or Deleting Your Information

If you are a registered user, you may review, update, correct or delete the Personal Information provided in your registration or account profile by changing your “account settings.” If your personally identifiable information changes, or if you no longer desire our service, you may update or delete it by making the change on your account settings. Removing personal information, such as part of your billing information or profile, could cause an interruption in service or account suspension. In some cases we may retain copies of your information if required by law. For questions about your Personal Information on our Service, please contact legal@mover.io.

Data Retention

We will retain your information for as long as your account is active or as needed to provide you services. If you wish to cancel your account or request that we no longer use your information to provide you services, please contact legal@mover.io. We may retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. Consistent with these requirements, we will try to delete your information quickly upon request. Please note, however, that there might be latency in deleting information from our servers and backed-up versions might exist after deletion.

Security

The security of your information is important to us. When you enter sensitive information (such as a credit card number) on our order forms, we encrypt the transmission of that information using secure socket layer technology (SSL).

We follow generally accepted standards to protect the information submitted to us, both during transmission and once we receive it. No method of electronic transmission or storage is 100% secure, however. Therefore, we cannot guarantee its absolute security. If you have any questions about security on our website, you can view our Security Overview section or contact us at legal@mover.io.

Our Policy Toward Children

Our Services are not directed to persons under 13. We do not knowingly collect personally identifiable information from children under 13. If a parent or guardian becomes aware that his or her child has provided us with Personal Information without their consent, they should contact us at legal@mover.io. If we become aware that a child under 13 has provided us with Personal Information, we will take steps to delete such information from our files.

Google Scopes

  1. https://www.googleapis.com/auth/drive - View and manage the files in your Google Drive.

    Mover Uses this scope to list and create folders, and download and upload files. We only use this data to facilitate migrations into and out of Google, and we never keep any information.

  2. https://www.googleapis.com/auth/admin.directory.group - View and manage the provisioning of groups on your domain.

    Mover uses this scope to list and create groups when needed for permissions. We only use this data to facilitate migrations into and out of Google, and we never keep any information.

  3. https://www.googleapis.com/auth/admin.directory.user.readonly - View users on your domain.

    Mover uses this scope to get a listing of all users when preparing a migration. We only use this data to facilitate migrations into and out of Google, and we never keep any information.

  4. https://www.googleapis.com/auth/admin.reports.usage.readonly - View usage reports for your G Suite domain.

    Mover users the usage report to get a total count of users on the domain. We only use this data to facilitate migrations into and out of Google, and we never keep any information.

  5. https://www.googleapis.com/auth/admin.directory.domain.readonly - Used to identify all the domains that the google account has access to. We use this information to help identify internal and external domain access on team drives.

Contacting Us

If you have any questions about this Privacy Policy, please contact us at legal@mover.io or at:

10355 Jasper Avenue NW #205
Edmonton, AB, T5J 1Y6

Changes to Our Privacy Policy

This Privacy Policy may change from time to time. If we make a change to this privacy policy that we believe materially reduces your rights, we will provide you with notice (for example, by email) and we may provide notice of changes in other circumstances as well. By continuing to use the Service after those changes become effective, you agree to be bound by the revised Privacy Policy.

Terms of Use

This Agreement (the “Agreement”) is between Mover Inc., a Canadian corporation (“Mover”) and the organization agreeing to these terms (“Customer”). This Agreement governs access to and use of the Mover client software (“Software”) and services (together, the “Services” or “Mover”). By signing your contract for the Services or using the Services, you agree to this Agreement as a Customer. If you are agreeing to this Agreement for use of the Services by an organization, you are agreeing to this Agreement on behalf of that organization. You must have the authority to bind that organization to this Agreement, otherwise you must not sign up for the Services.

Services

  1. Provision of Services Customer and users of Customer's Services account (“End Users“) may access and use the Services in accordance with this Agreement.
  2. Facilities and Data Processing Mover will use, at a minimum, industry standard technical and organizational security measures to transfer, store, and process Customer Data. These measures are designed to protect the integrity of Customer Data and guard against the unauthorized or unlawful access to, use, and processing of Customer Data. Customer agrees that Mover may transfer, store, and process Customer Data in locations other than Customer's country.
  3. Modifications to the Services Mover may update the Services from time to time. If Mover changes the Services in a manner that materially reduces their functionality, Mover will inform Customer via the email address associated with the account.
  4. Software Some Services allow Customer to download Mover Software which may update automatically. Customer may use the Software only to access the Services. If any component of the Software is offered under an open source license, Mover will make the license available to Customer and the provisions of that license may expressly override some of the terms of this Agreement.

Customer Obligations

  1. Compliance Customer is responsible for use of the Services by its End Users. Customer and its End Users must use the Services in compliance with the Acceptable Use Policy. Customer will obtain from End Users any consent necessary to allow Administrators to engage in the activities described in this Agreement and to allow Mover to provide the Services. Customer will comply with laws and regulations applicable to Customer's use of the Services, if any.
  2. Customer Administration of the Services Customer may specify End Users as “Administrators“. Administrators may have the ability to access, disclose, restrict or remove Customer Data in or from Services accounts. Administrators may also have the ability to monitor, restrict, or terminate access to Services accounts. Mover's responsibilities do not extend to the internal management or administration of the Services. Customer is responsible for: (i) maintaining the confidentiality of passwords and Administrator accounts; (ii) managing access to Administrator accounts; and (iii) ensuring that Administrators' use of the Services complies with this Agreement.
  3. Unauthorized Use & Access Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. The Services are not intended for End Users under the age of 13. Customer will ensure that it does not allow any person under 13 to use the Services. Customer will promptly notify Mover of any unauthorized use of or access to the Services.
  4. Restricted Uses Customer will not (i) sell, resell, or lease the Services unless a formal contract exists between Mover and the Customer with the express permission to do so (eg. a Reseller Agreement); (ii) use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury; or (iii) reverse engineer the Services, nor attempt nor assist anyone else to do so, unless this restriction is prohibited by law.
  5. Usage Reporting Due to technical limitations in Mover, technical limitations in third-party services (such as APIs), and general data reporting limitations in the third-party services Mover connects to, Customer is solely responsible for researching and reconciliating data amounts in source and destination before, during, and after use of the Services. Mover's internal usage reporting and activity logs will be considered the principal source of truth if differences between third-party reporting and Mover usage reporting are found.
  6. Third Party Requests
    a) “Third Party Request” means a request from a third party for records relating to an End User's use of the Services including information in or from an End User or Customer's Services account. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users permitting a disclosure.
    b) Customer is responsible for responding to Third Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third Party Requests and will contact Mover only if it cannot obtain such information despite diligent efforts.
    c) Mover will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to: (A) promptly notify Customer of Mover's receipt of a Third Party Request; (B) comply with Customer's commercially reasonable requests regarding its efforts to oppose a Third Party Request; and (C) provide Customer with information or tools required for Customer to respond to the Third Party Request (if Customer is otherwise unable to obtain the information). If Customer fails to promptly respond to any Third Party Request, then Mover may, but will not be obligated to do so.

Third-Party Services

If Customer uses any third-party service (e.g., a service that uses a Mover API) with the Services, (a) Mover will not be responsible for any act or omission of the third party, including the third party's access to or use of Customer Data and (b) Mover does not warrant or support any service provided by the third party.

Suspensions.

  1. Of End User Accounts by Mover If an End User (i) violates this Agreement or (ii) uses the Services in a manner that Mover reasonably believes will cause it liability, then Mover may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then Mover may do so.
  2. Security Emergencies Notwithstanding anything in this Agreement, if there is a Security Emergency then Mover may automatically suspend use of the Services. Mover will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. “Security Emergency” means: (i) use of the Services that do or could disrupt the Services, other customers' use of the Services, or the infrastructure used to provide the Services and (ii) unauthorized third-party access to the Services.

Intellectual Property Rights.

  1. Reservation of Rights Except as expressly set forth herein, this Agreement does not grant (i) Mover any Intellectual Property Rights in Customer Data or (ii) Customer any Intellectual Property Rights in the Services or Mover trademarks and brand features. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
  2. Limited Permission Customer grants Mover only the limited rights that are reasonably necessary for Mover to offer the Services (e.g., hosting Stored Data). This permission also extends to trusted third parties Mover works with to offer the Services (e.g., payment provider used to process payment of fees).
  3. Suggestions Mover may, at its discretion and for any purpose, use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions Customer or End Users send Mover or post in Mover's forums without any obligation to Customer.
  4. Customer List Mover may include Customer's name in a list of Mover customers on the Mover website or in promotional materials.

Fees & Payment.

  1. Billing You can opt to add paid features to your account (turning your account into a "Paid Account"). Mover will automatically bill you from the date you convert to a Paid Account and on each periodic renewal until cancellation. Additional Fees may be assessed and charged based on usage of the Services. Customer is responsible for providing complete and accurate billing and contact information to Mover.
  2. Fees Customer will pay, and authorizes Mover to charge using Customer's selected payment method, for all applicable fees. Mover may suspend or terminate the Services if fees are past due.
  3. Taxes Customer is responsible for all taxes. Mover will only charge tax when legally required to do so.
  4. Purchase Orders If Customer requires the use of a purchase order or purchase order number, Customer (i) must provide the purchase order number at the time of purchase and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to this Agreement and are null and void.
  5. No Refunds Customer may elect to cancel their payment plan or Paid Account at any time, at which time outstanding fees may be assessed. All fees are non-refundable except as required by law.
  6. Downgrades Your Paid Account will remain in effect until it's cancelled or terminated under these Terms. If you don't pay for your Paid Account on time, Mover reserves the right to suspend it or reduce your account to the free level.

Term & Termination.

  1. Term This Agreement will remain in effect from the date of account creation until Customer's account to the Services is terminated, and any subsequent usage of the services.
  2. Termination for Breach Either Mover or Customer may terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
  3. Effects of Termination If this Agreement terminates: (i) the rights granted by Mover to Customer will cease immediately (except as set forth in this section); (ii) Mover may provide Customer access to its account at then-current fees so that Customer may export its Stored Data; and (iii) after a commercially reasonable period of time, Mover may delete any Stored Data relating to Customer's account. The following sections will survive expiration or termination of this Agreement: 2(e) (Third Party Requests), 5 (Intellectual Property Rights), 6 (Fees & Payment), 7(c) (Effects of Termination), 8 (Indemnification), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Disputes), and 12 (Miscellaneous).

Indemnification.

  1. By Customer Customer will indemnify, defend, and hold harmless Mover from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against Mover and its affiliates regarding: (i) Customer Data; (ii) Customer's use of the Services in violation of this Agreement; or (iii) End Users' use of the Services in violation of this Agreement.
  2. By Mover Mover will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against Customer to the extent based on an allegation that Mover's technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will Mover have any obligations or liability under this section arising from: (i) use of any Services in a modified form or in combination with materials not furnished by Mover and (ii) any content, information, or data provided by Customer, End Users, or other third parties.
  3. Possible Infringement If Mover believes the Services infringe or may be alleged to infringe a third party's Intellectual Property Rights, then Mover may: (i) obtain the right for Customer, at Mover's expense, to continue using the Services; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Services so that they no longer infringe. If Mover does not believe the options described in this section are commercially reasonable then Mover may suspend or terminate Customer's use of the affected Services (with a pro-rata refund of prepaid fees for the Services).
  4. General The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE MOVER AND CUSTOMER'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

Disclaimers

THE SERVICES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER CUSTOMER NOR MOVER AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY STORED DATA.

Limitation of Liability

  1. Limitation on Indirect Liability TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR MOVER OR CUSTOMER'S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR MOVER AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  2. Limitation on Amount of Liability TO THE FULLEST EXTENT PERMITTED BY LAW, MOVER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF $100,000 OR THE AMOUNT PAID BY CUSTOMER TO MOVER HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

Disputes

  1. Informal Resolution Mover wants to address your concerns without resorting to a formal legal case. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in section Miscellaneous(5). If a dispute is not resolved within 30 days of notice, Customer or Mover may bring a formal proceeding.
  2. Agreement to Arbitrate Customer and Mover agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth below. The arbitration will be held in Edmonton, Alberta, Canada, or any other location both parties agree to in writing.
  3. Exception to Agreement to Arbitrate Either party may bring a lawsuit in the federal or provincial courts of Edmonton, Alberta solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and Mover consent to venue and personal jurisdiction there.
  4. No Class Actions Customer may only resolve disputes with Mover on an individual basis and will not bring a claim in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

Miscellaneous.

  1. Terms Modification Mover may revise this Agreement from time to time and the most current version will always be posted on the Mover website. If a revision, in Mover's sole discretion, is material, Mover will notify Customer (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to Mover's blog or terms page, and Customer is responsible for checking such postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within 30 days of receiving notice of the change.
  2. Entire Agreement This Agreement, including Customer's invoice and order form, constitutes the entire agreement between Customer and Mover with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the invoice, the order form, the Agreement.
  3. Governing Law THE AGREEMENT WILL BE GOVERNED BY ALBERTA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.
  4. Severability Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
  5. Notice Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to Mover must be sent to Mover Inc. 10355 Jasper Avenue NW #205, Edmonton, AB, Canada, T5J 1Y6, with a copy to the Legal Department.
  6. Waiver A waiver of any default is not a waiver of any subsequent default.
  7. Assignment Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of Mover. Mover may not assign this Agreement without providing notice to Customer, except Mover may assign this Agreement or any rights or obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
  8. No Agency Mover and Customer are not legal partners or agents, but are independent contractors.
  9. Force Majeure Except for payment obligations, neither Mover nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
  10. No Third-Party Beneficiaries There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer's End Users are not third-party beneficiaries to Customer's rights under this Agreement.

This document is typically applied to our managed customers; it is only applicable if you have a signed Statement of Work with Mover that references this document.


Master Services Agreement

  1. Agreement Structure
  2. Each SOW executed by the Parties under this MSA shall be subject to these Standard Terms and Conditions and the additional terms and conditions set forth in the Addendum applicable to such SOW, if any. When fully executed by authorized signatories of the Parties, each SOW shall incorporate this MSA by reference, and shall form a part of, this MSA. The provisions of the various MSA documents shall, to the extent possible, be interpreted so as to supplement each other and avoid any conflict between them.

    In the event of a conflict between the terms and conditions of these Standard Terms and Conditions and/or the Addendum applicable to a SOW, if any, on the one hand and the terms and conditions of a SOW on the other hand, the terms and conditions of these Standard Terms and Conditions and the Addendum applicable to such SOW, if any, shall control, unless explicitly stated otherwise in the SOW, and in that case the conflicting terms and conditions in such SOW shall apply only to that SOW.

  3. Statement of Work
  4. Each SOW shall include, at minimum, the following terms: (a) description of the services to be performed (including deliverables, if any) (the “Services”); (b) place of performance; (c) performance and delivery schedule; (d) SOW price, including rates; (e) additional terms and conditions as may be agreed to by the Parties. Client or Mover may request changes in the SOW. Upon agreement between the Parties as to the change and associated price, Mover shall initiate a change order to the applicable SOW.

  5. Acceptance
  6. Unless otherwise set forth in a SOW, all services and deliverables under an SOW shall be subject to inspection and acceptance by Client within ten (10) business days of delivery by Mover. Any inspection by Client shall be performed in such a manner as not to unduly delay the work. If Mover does not receive either written acceptance or written notice of noncompliance from Client within such ten (10) business days, acceptance shall be deemed given. Mover shall have ten (10) business days to correct the reported noncompliance and to resubmit the item to Client.

  7. Payment
    • 4.1 Fixed Price
    • All Mover SOWs are based on a fixed fee arrangement (“Fixed Price SOW”), unless otherwise stated in the SOW. Client shall pay in accordance with the fixed price (and/or contingency, if applicable) set forth in the SOW.

    • 4.2 Payment Terms
    • Upon acceptance of the Services in accordance with Section 3 above, Mover shall invoice Client and Client shall pay all invoices issued under this MSA within thirty (30) days of receipt of such invoice unless otherwise set forth in a SOW.

  8. Termination
  9. This MSA shall commence as of the Effective Date and shall continue until terminated by either Party upon written notice received by the other Party not less than thirty (30) days prior to the intended date of termination.

    • 5.1 Termination for Material Breach
    • If either Party breaches any provision of this MSA, including a provision of any SOW, the non-breaching Party may, upon providing written notice of such breach, terminate this MSA in its entirety or the specific SOW that was breached, if the breach is not cured within 30 days following such notice, unless a shorter cure period is otherwise set forth in the applicable SOW.

    • 5.2 Effects of Termination
    • Upon expiration or termination of this MSA or an SOW, Client shall pay Mover in full for all services delivered. Client acknowledges that the Fixed Fee SOW and the like are based on a minimum term. If the SOW is for a fixed fee and the MSA or any SOW is terminated due to Client’s breach thereof, Client shall pay Mover the full amount of any outstanding fixed fee under the applicable SOW.

    • 5.3 Return of Documents
    • Upon termination of this MSA or SOW, Mover shall return to Client all Client Confidential Information for which Client has not granted to Mover a separate, specific license for continued use, and Client shall return to Mover all Mover Confidential Information for which Mover has not granted to Client a separate, specific license for continued use.

    • 5.4 Survival
    • Termination of this Agreement shall not relieve either Party of any obligations or liabilities accrued prior to the termination date. Sections 8 (Confidential and Proprietary Information), 9 (Rights in Data and Inventions), 11 (Non-Solicitation), 12 (Limitation of Liability), 13 (Indemnification), and 14 (General Provision) shall survive termination of this MSA.

  10. Taxes
  11. In the event any taxes are payable or paid based upon this MSA or applicable SOW, other than corporate franchise taxes and taxes based on Mover’s net income, such amount shall be added to the charges due to Mover and shall be paid by Client to Mover. Notwithstanding, Client shall not be required to pay those taxes from which Client is legally exempt.

  12. Retainers and Invoices
  13. Non-Refundable retainers may be required and will be explicitly stated by the SOW (“Retainer”). The Retainer is to be paid in an amount and on the date stated in the SOW. For Time and Material SOWs, Mover shall submit invoices semi-monthly (on the first and fifteenth of each month) for services rendered during the preceding period, unless otherwise stated in the SOW. For Fixed Price SOWs, Mover shall submit invoices in accordance with the payment schedule contained in the SOW.

  14. Confidential and Proprietary Information
    • 8.1 Confidential Information
    • For the purposes of this MSA, “Confidential Information” means the existence and terms and conditions of this MSA, Mover and Client data and all non-public information about the disclosing party’s (or its suppliers) business or activities that a reasonable person should know is proprietary and confidential, which shall include all business, financial, technical and other information of either party, whether or not it is marked or designated by such party as “confidential or “proprietary” at the time of disclosure. Confidential Information will not include information that: (i) is in or enters the public domain without breach of this Agreement; (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (iii) the receiving party rightfully knew prior to receiving such information from the disclosing party without restriction; or (iv) the receiving party develops independent of any information originating from the disclosing party.

    • 8.2 Non-Disclosure
    • Each Party agrees that: (i) it will not disclose to any third party any Confidential Information disclosed to it by the other party except as expressly permitted in this MSA; (ii) it will not use any Confidential Information disclosed to it by the other party except as necessary to perform its obligations under this MSA; and (iii) it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than with reasonable care using the measures it uses to maintain the confidentiality of its own information of similar importance. Notwithstanding the foregoing, each party may disclose Confidential Information to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law, provided that such party uses reasonable efforts to promptly notify the disclosing party so that it may request confidential treatment or a protective order before such disclosure; or on a “need-to-know” basis under an obligation of confidentiality to its legal counsel and accountants.

  15. Rights in Data and Inventions
    • 9.1 Work Proceeds
    • Except for Mover Intellectual Property (as defined below), all Services and work products delivered pursuant to this MSA, including but not limited to, computer programs, inventions, material able to be patented, trademarked or copyrighted, reports, documentation, designs, flow charts, and drawings, and any manifestations thereof ("Work Proceeds"), shall be deemed works made for hire as defined by the U.S. Copyright Act, Title 17, U.S. C. 101. Client, upon payment of all amounts owed for Work Proceeds described in the SOW, shall own all right, title and interest to said Work Proceeds, and may use such Work Proceeds for its own use with no obligation or accounting to Mover except as may be agreed to in a SOW. Any Mover Intellectual Property (as defined below), or other licensable property included in the Services and work products performed pursuant to this MSA shall be separately identified in the SOW by Mover, and Client shall have the right to use such components or products.

    • 9.2 Mover-Owned Materials and Improvements to Mover-Owned Materials
    • “Mover-Owned Materials” means items expressly identified as “Mover-Owned Materials” in a SOW and all intellectual property owned, developed, or first reduced to practice by Mover or Mover’s authorized subcontractor(s) prior to the Effective Date of this MSA (or the pertinent, related SOW), or developed independently of this MSA at any time.

      “Improvements to Mover-Owned Material” shall mean any improvements or modifications to Mover-Owned Materials that are developed by Mover as a result of the Services and that do not include or utilize Client Confidential Information. Improvements to Mover-Owned Materials are the sole and exclusive property of Mover. Except as otherwise expressly provided in a SOW, this MSA does not affect ownership, right, or title to any Mover-Owned Materials or Improvements to Mover-Owned Materials (collectively “Mover Intellectual Property”), which shall be owned by Mover.

  16. Client Responsibilities
  17. The Client shall cooperate with Mover including, without limitation, (i) providing Mover with reasonable facilities and timely access to data, information and personnel of the Client; (ii) providing experienced and qualified personnel having appropriate skills to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Services and allow Mover and Client to work productively; and (iv) promptly notifying Mover of any issues, concerns or disputes with respect to the Services.

    The Client shall be responsible for the performance of its personnel and agents and for the accuracy and completeness of data and information provided to Mover for purposes of the performance of the Services. The Client acknowledges and agrees that Mover’s performance is dependent upon the timely and effective satisfaction of the Client’s responsibilities hereunder and timely decisions and approvals of the Client in connection with the Services. Mover shall be entitled to rely on all decisions and approvals of the Client. The Client shall be solely responsible for, among other things: (i) making all management decisions and performing all management functions; (ii) designating a competent management member to oversee the Services; (iii) evaluating the adequacy and results of the Services; and (iv) establishing and maintaining internal controls, including, without limitation, monitoring ongoing activities.

  18. Non-solicitation of Personnel
  19. During the term of any SOW pursuant to this MSA and for a period of one (1) year thereafter, Client and Mover agree that the personnel and/or independent contractors (collectively referred to as “Personnel”) of either Party who had direct contact in the course of that engagement with the other Party’s Personnel shall not, without prior written consent from the other Party, directly or indirectly employ, solicit, engage or retain the services of such Personnel.

    In the event a Party breaches this provision, the breaching Party shall be liable to the aggrieved Party for an amount equal to thirty percent (30%) of the annual base compensation of the relevant Personnel in his/her new position. Although such payment shall be the aggrieved Party’s exclusive means of monetary recovery from the breaching Party for breach of this provision, the aggrieved Party shall be entitled to seek injunctive or other equitable relief. This provision shall not restrict the right of either Party to solicit or recruit generally in the media.

  20. Limitation of Liability
  21. UNLESS OTHERWISE SET FORTH IN AN ADDENDUM OR SOW, A PARTY’S TOTAL LIABILITY AND EXCLUSIVE REMEDY UNDER OR RELATED TO ANY SOW UNDER THIS MSA IS LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING THE AMOUNT PAID BY CLIENT TO MOVER UNDER SUCH SOW GIVING RISE TO SUCH CLAIM. THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS MSA ARE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE LIMIT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL A PARTY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS OR REVENUE, OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.

  22. Indemnification
    • 13.1 Indemnification by Mover
    • Mover shall indemnify, defend and hold Client harmless from and against any claims, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from a claim, suit or proceeding brought against Client by a third party arising from any willful or negligent act by Mover. However, the foregoing does not apply to the extent such Claim results from Client’s negligence or willful misconduct.

    • 13.2 Indemnification by Client
    • Client shall indemnify, defend and hold Mover harmless from and against all claims, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from a claim, suit or proceeding brought against Mover by a third party arising out of or related to the use of the Services by the Client or Client’s breach of this MSA. However, the foregoing does not apply to the extent such Claim results from Mover’s negligence or willful misconduct.

    • 13.3 Notice of Indemnity
    • As a condition to the foregoing indemnity obligations, the indemnified party shall provide the indemnifying party with prompt notice of any claim, suit or proceeding for which indemnification shall be sought hereunder and shall cooperate in all reasonable respects with the indemnifying party in connection with any such claim, suit or proceeding. The indemnifying party shall be entitled to control the handling of any such claim, suit or proceeding and to defend or settle any such claim, suit or proceeding in its sole discretion, with counsel of its own choosing.

  23. General Provision
    • 14.1 Relationship of Parties; Independent Contractor
    • Client and Mover agree that the other Party is, and shall remain, an independent contractor. Nothing in this MSA shall be construed to create or imply that either Party is an employee of the other Party. The Parties acknowledge that this is a business relationship based on the express provisions of this MSA and no partnership, joint venture, agency or fiduciary relationship is intended or created by this MSA. Neither Party is the legal representative or agent of, nor has the power or right to obligate, direct or supervise the daily affairs of the other Party, and neither Party shall act, represent or hold itself out as such. The rights, duties, obligations and liabilities of the Parties shall be several and not joint, each Party being individually responsible only for its obligations as set forth in this MSA. Notwithstanding any use of the term “partner” in this MSA or any or SOW, the Parties do not intend to create any legal relationship or partnership between each other, and neither Party will assert to any third party or otherwise claim that such a legal relationship exists between each other.

    • 14.2 Notices
    • All notices required under this MSA shall be sent to the addresses on the signature page of this MSA, and, if the notice relates to a specific SOW, to any additional notice addresses listed in such SOW, to the attention of the signatories. All notices under this MSA shall be deemed given: (i) when delivered by hand; (ii) 1 day after being sent by commercial overnight courier with written verification of receipt; or (iii) 5 days after being sent by registered or certified mail, return receipt requested, postage prepaid. Either Party may from time to time change its address for notification purposes by giving the other Party written notice of the new address and the date upon which it will become effective. Notwithstanding the foregoing, notices regarding changes in pricing, policies or programs may be communicated by e-mail.

    • 14.3 Severability
    • If any provision, or part thereof, of this MSA becomes or is declared invalid, illegal or unenforceable in any respect under any law, such provision, or part thereof, shall be null and void, and deemed deleted from this MSA. The validity, legality and enforceability of the remaining provisions of this MSA shall not in any way be affected or impaired.

    • 14.4 No Waiver
    • Any waiver is only valid to the extent expressly set forth in writing. No waiver by either Party of any right under this MSA shall constitute a subsequent or continuing waiver of such right or any other rights under this MSA.

    • 14.5 Force Majeure
    • Except for Client’s obligation to pay the fees for Services provided, neither Party shall be liable for any failure or delay in its performance due to circumstances beyond its reasonable control (including, but not limited to, act of terrorism, war (declared or not declared), sabotage, insurrection, riot, act of civil disobedience, act of any government, accident, fire, explosion, flood, storm, earthquake, volcanic eruption, nuclear event, any act of God, labor disputes, failure or delay of shippers, or unavailability of components or equipment); provided that it notifies the other Party as soon as practicable and uses commercially reasonable efforts to resume performance.

    • 14.6 Governing Law and Venue
    • This MSA is governed by and construed in accordance with the laws of the Province of Alberta, without giving effect to its principles of conflicts of law.

    • 14.7 Waiver of Jury Trial
    • THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATING TO THIS ENGAGEMENT. Any controversy or claim arising out of or relating to this MSA or applicable SOW, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration hearing shall take place in Edmonton, Alberta, before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

    • 14.8 Attorneys Fees
    • If any dispute arises between the Parties with respect to the matters covered by MSA and/or the applicable SOW, which leads to a proceeding to resolve such dispute, the prevailing Party in such proceeding will be entitled to receive its reasonable attorneys’ fees, arbitration costs and fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

    • 14.9 Compliance With Laws
    • Each Party agrees to comply with the provisions of applicable Federal, State, and County, and local laws, ordinances, regulation and codes in the performance of its duties under this MSA, including the Fair Labor Standards Act and the Occupational Safety and Health Act. While on the other Party’s premises, each shall comply with the other Party’s then-current reasonable plant rules and regulations.

    • 14.10 Assignment
    • Client may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of Mover, which shall not be unreasonably withheld. Mover may not assign this Agreement without providing notice to Client. However, a Party may assign this Agreement or any rights or obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.

Acceptable Use Policy

You agree not to misuse the Mover services ("Services") or help anyone else to do so. The following is an inexhaustive framework of acceptable use:

  1. Creating a Mover account under an email address that is owned by you, or on behalf of an organization you represent, with the express permission and consent to do so.
  2. Granting Mover working access to third-party service accounts that are owned by you, or the organization you represent, with the express permission and consent to do so.
  3. Viewing, accessing, migrating, backing up, or copying data that is owned by you, or the organization you represent, with the express permission and consent to do so.
  4. Migrating, backing up, or copying data between accounts, services, or servers that are owned by you, or the organization you represent, with the express permission and consent to do so.
  5. Accessing a Mover account that is owned by you, or the organization you represent, with the express permission and consent to do so.
  6. Any of the above as it applies to the Services or other third-party services, including proprietary and private data such as, but not limited to, Mover activity logs.
  7. Using the Services as-is without unauthorized modification or manipulation.
  8. Using the Services in conjunction with the Terms of Use and Acceptable Use Policy, or the respective policy documents, of any of the third-party services that Mover connects to.

Any use of the Services outside of this framework could be considered malicious activity that violates this policy, especially if it infringes upon the legal rights, safety, or privacy of others. Mover reserves the right to enforce and adjudicate this policy.

If at any time you believe this policy has been violated by one of our users, please email us at legal@mover.io.

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