Legal

Last modified: December 19th, 2019

Previous version: November 7th, 2019

At Mover ULC. (“Mover”), we are committed to the integrity of your data every step of the way. Below, we have included our Terms of Use (including the Acceptable Use Policy), Privacy Policy, and information on our Security practices.

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

Terms of Use

These Terms of Use (“TOU”) are between Mover ULC. (“Mover”) and the organization agreeing to these TOU (“Customer” or “you”). These TOU govern access to and use of the Mover client software (“Software”) and services (together, “Services”). By signing your contract for the Services or using the Services, you agree to the terms and conditions of these TOU. If you are agreeing to these TOU on behalf of an organization, you represent that you have the authority to bind such organization.

1. Services

  1. Provision of Services Customer and users of Customer's Services account ("End Users") may access and use the Services in accordance with these TOU.

  2. Facilities and Data Processing Mover will use, at a minimum, industry standard technical and organizational security measures to transfer, store, and process any data, information, content, records, or files that Customer (or any of its End Users) loads, receives through, transmits to, or enters into the Services, including any personal data (“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 Customer's account.

  4. Software Some Services allow Customer to download the 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 that Mover is required to disclosure pursuant to such license, Mover will make the license available to Customer and the provisions of that license may expressly override some of the terms of these TOU.

2. Customer Obligations

  1. Compliance Customer is responsible for all access and use of the Services by its End Users and under Customer’s account(s). Customer will, and will ensure that its End Users will, use the Services in compliance with these TOU and Mover’s acceptable use policy set out in Section 7 below (the "Acceptable Use Policy"). Customer will obtain from End Users any consent necessary to allow Administrators (as defined below) to engage in the activities described in these TOU and to allow Mover to provide the Services. Customer will comply with applicable 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 Services accounts (including Administrator accounts); (ii) managing access to Services accounts (including Administrator accounts); and (iii) ensuring that End Users’ (including Administrators) use of the Services complies with these TOU and other applicable agreements with Mover.

  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. By using the Services, you represent that you have reached the age of “majority” where you live. The Services are not intended for End Users under the age of 13. Customer will ensure that it does not allow any person under the age of 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, and will not permit any person to: (i) sell, resell, or lease the Services unless a formal contract exists between Mover and the Customer with the express permission to do so (e.g., 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 applicable 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 procedures. 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 not prohibited by applicable law, to: (A) promptly notify Customer of Mover’s receipt of a Third Party Request; (B) comply with Customer’s commercially reasonable requests regarding Customer’s 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 respond to such Third Party Request, but will not be obligated to do so.

  7. Acceptable Use Policy

    You and your End Users agree not to misuse the Services or help anyone else to do so. In connection with your use of the Services (including any third party service or proprietary or confidential information or data, such as Mover’s activity logs, related thereto), you will (and will ensure that End Users will):

    1. create 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. grant 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. only view, access, migrate, back up, or copy data that is owned or validly licensed by you, or the organization you represent, with the express permission and consent to do so;
    4. only migrate, back up, or copy data between accounts, services, or servers that are owned or validly licensed by you, or the organization you represent, with the express permission and consent to do so;
    5. only access a Mover account that is owned by you, or the organization you represent, with the express permission and consent to do so;
    6. only use the Services as-is without unauthorized modification or manipulation; and
    7. only use the Services in conjunction with any third party terms of use or acceptable use policy, or other documentation, applicable to any of the third-party services that you connect to with the Services.

    Any access or use of the Services by Customer or its End Users in violation of this Section 2.7 will be considered a material breach of these TOU, 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 or any of your End Users believes this policy has been violated by any person, you will immediately provide Mover with written notice of such violation.

3. Third-Party Services

If Customer uses any third-party service (e.g., a service that uses a Mover API) with the Services: (1) 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 (2) Mover does not warrant or support any products or service provided by the third party.

4. Suspensions

  1. Of End User Accounts by Mover If an End User: (i) violates these TOU; or (ii) uses the Services in a manner that Mover reasonably believes will cause it liability, then, in each case, 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 these TOU, if there is a Security Emergency then Mover may automatically suspend Customer’s use of or access to 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 or suspected use of the Services that disrupts, or could disrupt, the security or functionality of the Services, other customers’ use of the Services, or the infrastructure used to provide the Services; or (ii) any unauthorized or suspected unauthorized third-party access to the Services.

5. Intellectual Property Rights

  1. Reservation of Rights Except as expressly set forth herein, these TOU do not grant: (i) Mover any Intellectual Property Rights in Customer Data; or (ii) Customer any Intellectual Property Rights in the Services or Mover’s 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 to Customer Data that are reasonably necessary for Mover to offer the Services and perform its obligations under these TOU (e.g., hosting Customer Data). This permission also extends to trusted third parties Mover works with to offer the Services (e.g., payment providers used to process payment of Fees). Mover will not sell Customer Data to any third party.

  3. Suggestions Mover may, at its discretion and for any purpose, use, modify, license, sublicense, or incorporate into its products or services any feedback, comments, or suggestions that Customer or End Users provide Mover (including posts in Mover’s forums) without any obligation to Customer or any End User.

  4. Customer List Mover may include Customer’s name in a list of Mover customers on the Mover website or in promotional materials.

6. Fees & Payment

  1. Billing Certain Customers may opt to add paid features to your account (turning your account into a “Paid Account”). If you have 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 To the extent applicable, Customer will pay, and authorizes Mover to charge Customer’s selected payment method, all applicable fees (if any) billed in connection with Customer’s Paid Account (“Fees”). Mover may suspend or terminate the Services if any portion of the Fees are past due.

  3. Taxes Customer is responsible for and will pay all taxes or similar charges on the transactions contemplated by these TOU. Mover will only charge Customer for such taxes 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 these TOU 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 and will be payable by Customer. All Fees are non-refundable, except as required by applicable law.

  6. Downgrades Your Paid Account will remain in effect until it’s cancelled or terminated in accordance with these TOU. 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 such that it is no longer a Paid Account.

7. Term & Termination

  1. Term These TOU will remain in effect from the date of Customer’s account creation until Customer’s account to the Services is terminated in accordance with these TOU.

  2. Termination for Breach Either Mover or Customer may terminate these TOU if: (i) the other party is in material breach of these TOU 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. Termination for Convenience Mover may terminate these TOU at any time for convenience upon 30 days notice to Customer.

  4. Effects of Termination If these TOU terminate: (i) the rights granted by Mover to Customer under these TOU will cease immediately (except as set forth in this Section 7.4); (ii) Mover may provide Customer with access to its account at then-current Fees (if any) so that Customer may export its Customer Data; and (iii) after a commercially reasonable period of time, Mover may delete any Customer Data stored by Mover relating to Customer’s account. The following Sections will survive expiration or termination of these TOU: 2.6 (Third Party Requests), 5 (Intellectual Property Rights), 6 (Fees & Payment), 7.4 (Effects of Termination), 8 (Defense of Third Party Claims), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Disputes), and 12 (Miscellaneous).

8. Defense of Third Party Claims

  1. By Customer Customer will defend Mover against any claims made by any third party (including any End User) arising from or in connection with: (i) Customer Data; (ii) Customer’s access or use of the Services in violation of these TOU; or (iii) End Users’ access or use of the Services in violation of these TOU. Customer must pay the amount of any resulting adverse final judgment (or settlement to which Customer consents). This Section 8.1 provides Mover's exclusive remedy for these claims.

  2. By Mover Mover will defend Customer against any claims made by an unaffiliated third party arising from or in connection with an allegation that any Service made available by Mover to the Customer for a Fee infringes or misappropriates Intellectual Property Rights of the third party. Mover will pay the amount of any resulting adverse final judgment (or settlement to which Mover consents). This Section 8.2 provides Customer’s exclusive remedy for these claims. In no event will Mover have any obligations or liability under this Section 8.2 arising from: (i) access or use of the Services in a modified form not authorized by Mover or in combination with materials not furnished or authorized by Mover; (ii) use of the Services in a manner not permitted by or in breach of these TOU; or (iii) any Customer Data or any other 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 for Services made available for a Fee, Mover may, at its option and in its sole discretion: (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 are no longer infringing. For all free Services, and if Mover does not believe the options described in this Section 8.3 are commercially reasonable for paid Services, then Mover may suspend or terminate Customer’s use of or access to the affected Services (with a pro-rata refund of prepaid Fees (if any) for the infringing Services).

  4. General Each party must promptly notify the other in writing of a claim subject to this Section 8. The party invoking its right to protection must: (i) give the other party sole control over the defense or settlement; and (ii) provide reasonable assistance in defending the claim. The party providing the protection will reimburse the other party for reasonable out of pocket expenses that it incurs in providing assistance.

9. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. MOVER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM CUSTOMER’S USE OF THE SERVICES. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY SERVICES THAT CONNECTS TO MOVER OR ANY LICENSED THIRD PARTY TECHNOLOGY IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY STATED IN THESE TOU, 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, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR USE, COMPATIBILITY, TITLE, NON-INFRINGEMENT, COMPLETENESS, ACCURACY, QUALITY, INTEGRATION, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CUSTOMER IS RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY CUSTOMER DATA STORED BY MOVER IN CONNECTION WITH THE SERVICES.

10. Limitation of Liability

  1. Limitation on Indirect Liability TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR MOVER OR CUSTOMER’S OBLIGATIONS IN SECTION 8 ABOVE, NEITHER CUSTOMER NOR MOVER AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THESE TOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), 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 APPLICABLE LAW, MOVER’S AGGREGATE LIABILITY UNDER THESE TOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), WILL NOT EXCEED THE LESSER OF: (I) $1,000; AND (II) THE AMOUNT OF FEES (IF ANY) PAID BY CUSTOMER TO MOVER HEREUNDER IN CONNECTION WITH A PAID ACCOUNT DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

11. 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 12 (Miscellaneous). If a dispute is not resolved within 30 days of such notice, Customer or Mover may bring a formal proceeding in accordance with this Section 11.

  2. Agreement to Arbitrate Customer and Mover agree to resolve any claims relating to these TOU or the Services through final and binding arbitration, except as set forth below. The arbitration will be held in Seattle, Washington, United States, or any other location both parties agree to in writing. Either party must file in small claims court or arbitration any claim or dispute within one year from when it first could be filed. Otherwise, it's permanently barred.

  3. Exception to Agreement to Arbitrate Either party may bring a lawsuit in the federal or state courts of Seattle, Washington 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.

12. Miscellaneous

  1. Terms Modification Mover may revise these TOU from time to time, and we will tell you when we do. The most current version will always be posted on the Mover website. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised TOU. If Customer does not agree to the revised TOU terms, Customer may terminate the Services within 30 days of receiving notice of the change.

  2. Entire Agreement These TOU, including Customer’s invoice and order form, constitutes the entire agreement between Customer and Mover with respect to the subject matter of these TOU and supersede and replace any prior or contemporaneous understandings and agreements, including the terms and conditions of any purchase orders entered into by the parties pursuant to Section 4, whether written or oral, with respect to the subject matter of these TOU. If there is a conflict between the documents that make up these TOU, the documents will control in the following order: these TOU, the order form, the invoice.

  3. Governing Law THESE TOU WILL BE GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON 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 these TOU 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 ULC. 10355 Jasper Avenue NW #205, Edmonton, AB, Canada, T5J 1Y6, ATTN: Legal.

  6. Waiver A waiver of any default is not a waiver of any subsequent default.

  7. Assignment Customer may not assign or transfer these TOU or any rights or obligations under these TOU without the written consent of Mover. Any other attempt to transfer or assign is void. Mover may assign these TOU, in whole or in part, at any time without notice to Customer.

  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 these TOU. Without limiting this section, a Customer’s End Users are not third-party beneficiaries to Customer’s rights under these TOU.

Privacy

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Security

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