IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW, DO NOT CLICK ON "I AGREE" DURING ENROLLMENT AND DO NOT USE THE SUBSCRIPTION SERVICE OR ANY OTHER PRODUCTS OR SERVICES OFFERED PURSUANT TO THIS AGREEMENT. IF YOU HAVE PREVIOUSLY AGREED TO BE BOUND BY THIS AGREEMENT SEND A WRITTEN NOTICE OF TERMINATION.
This Agreement (the "Agreement") is between Movista, LLC ("MV"), and the subscriber of the Subscription Service that accepts the terms of this Agreement (the "Registered User").
Registered User desires to subscribe to the software services available from MV (as described below), and MV desires to offer such software to Registered User, subject to the terms and conditions specified herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties, intending legally to be bound, agree as follows:
GRANT . MV grants to Registered User a non-exclusive, non-transferable, limited term, right to access and use the MV System (the "Licensed System") in accordance with the terms of this Agreement for purposes of mPlan distribution and response, field employee tracking, verifying, and reporting retail activity and/or employer office administration, so long as a monthly license fee is paid for such usage by Registered User's employer and/or Registered User's employer otherwise remains under an existing contract with MV. MV also grants Registered User a non-exclusive, non-transferable, limited term, right to access and use the Licensed System in accordance with the terms of this Agreement, for limited purposes of maintaining and sharing with prospective employers Registered User's user profile information within the Licensed System. Registered User receives a right of use only, and no title to or ownership interest in the Licensed System or any part thereof is granted or conveyed to Registered User.
Limitations . The Licensed System may only be used in the ordinary course of Registered User's capacity as an employee of a retail business, or for purposes of maintaining and sharing with prospective employers Registered User's user profile information within the Licensed System. Registered User shall access the Licensed System solely through the username, password and/or other credentials associated with such Registered User (collectively "Credentials"), and no user (registered or unregistered) shall attempt to access the Licensed System using Credentials of another Registered User. Registered User may not use the Licensed System in connection with a service bureau or in any other similar way to process, store, analyze, manipulate, or otherwise handle the data of other persons or entities. All rights in the Licensed System not granted hereunder to Registered User are reserved to MV.
FEES . Registered User acknowledges that as a condition to Registered User's use of the Licensed System for purposes of mPlan distribution and response, field employee tracking, verifying, and reporting retail activity and/or employer office administration, registered user's employer must pay to MV monthly fees, and/or otherwise be granted access rights pursuant to a written agreement between MV and Registered User's employer. MV does not charge Registered User any fee for maintaining and sharing with prospective employers Registered User's user profile information within the Licensed System. Notwithstanding, Registered User acknowledges that MV may charge such prospective employers a fee for accessing Registered User's profile information. MV shall not be responsible for any sales or use tax and other governmental charge, fee or tax applicable to this Agreement.
SYSTEM UTILIZATION . Registered User is required to have high-speed Internet access available to maintain and share with prospective employers Registered User's user profile information within the Licensed System, and to use the office administrator portal portion of the Licensed System. Registered User is required to have mobile data on a supported Smartphone or other supported mobile communication device (collectively "Supported Devices") to use the mobile application portion of the Licensed System. Registered User and/or its employer is solely responsible for the cost of, and the connectivity to, the Internet and the cost of the Internet/mobile data service provider, the computer/communication equipment, and all third party licenses necessary or desirable to access and operate the Licensed System. Registered User is required to use one of the following browsers and such add-ins as MV may specify from time to time: Internet Explorer (V-7 and above); Firefox (V-3.6 and above); Google Chrome (al versions); or Safari on the Macintosh (V-4 and above) to access the office administrator portal portion of the Licensed System. MV will notify Registered Users, on the Website, as compatibility with future versions of the said browsers is available and as earlier browsers no longer support the functionality of the Licensed System. Registered User is required to use the proprietary mobile application provided by MV for a Supported Device to use the mobile application portion of the Licensed System. MV will notify Registered User, on the Website, as compatibility with future Supported Devices is available and as earlier Supported Devices no longer support the functionality of the Licensed System. In the event MV provides an update to any mobile application, Registered User shall install such updated application within twenty-four (24) hours of receiving such update.
Access . The office administrator portal portion of the Licensed System, and Registered User's user profile is accessed via a secure World Wide Web Page and unique user names and passwords. The mobile application portion of the Licensed System is accessed via a proprietary mobile application and unique user names and passwords. MV will use commercially reasonable efforts to furnish prompt server access to each Registered User. MV will maintain a back-up system to protect the data located on its servers. Because of the variety of potential factors and emergency situations that could affect service, MV does not guarantee server access at all times. Registered User is encouraged to install firewall and virus protection software at each location utilizing the Licensed System. MV will not be liable for any damage sustained by Registered User for any loss occurring because of any malfunction or failure of third-party products Registered User's failure to install firewall or virus protection software, or any action, or inaction of a third party or the Registered User, including mishandling of passwords. MV reserves the right to interrupt services for purposes of upgrading, debugging, maintaining and improving the Licensed System, among other reasons.
Support . MV will provide a reasonable amount (as determined in MV's sole, unfettered discretion) of technical support via Telephone/Email/Chat and additional customer support in connection with the Licensed System at no charge to Registered User. MV shall have the right, at its sole discretion, to withhold providing technical/customer support if Registered User's employer is delinquent in the payment of any required Monthly Fee, or is otherwise no longer subject to a written contract with MV.
Suspension of Access . In order to protect Registered User, the Licensed System, and other MV customers and their data, MV may suspend, in its sole discretion, Registered User's use of the Licensed System, without notice.
Registered User acknowledges and agrees that the Licensed System is utilized to provide for mPlan distribution and response by Registered User’s employer and/or by customers of Registered User’s Employer, and to track location data and other system and hardware usage data by the Registered User while the Registered User is accessing the Licensed System (collectively "Collected Data"). Registered User consents to the collection, tracking and maintenance of Collected Data, and consents to the providing of such Collected Data by MV to Registered User's employer and/or to Registered User’s employer’s customers, and consents to MV's maintaining and use of such data pursuant to the terms of this Agreement. Registered User acknowledges that the Registered User must deactivate the mobile application portion of the Licensed System to prevent such data tracking of Collected Data, and that it is solely Registered User's obligation to deactivate the mobile application portion of the Licensed System during non-working hours and/or reactivate the mobile application portion of the Licensed System during working hours. Notwithstanding the forgoing, Registered User acknowledges and agrees that MV may track the location of any mobile device owned by MV and/or Registered User's employer at any time, regardless of whether the mobile application portion of the Licensed System has been deactivated, in the event that Registered User's access to the Licensed System is suspended pursuant to Section 4(4) above, and/or in the event this Agreement is otherwise terminated pursuant to Section 5. In such event, MV shall use such location data solely for the purpose of recovering the mobile device that is the property of MV and/or the Registered User's employer, and Registered User herein consents to such usage. In addition, the Licensed System may share updated personal information regarding Register User contained in a user profile with Registered User's employer, Registered User’s employer’s customers and/or prospective employers.
Registered User may chose to make portions of Registered User's user profile accessible to third party users of the Licensed System. In such event, certain non-confidential information regarding Registered User's employment history (such as feedback from current or past employers regarding Registered User's work) may be accessible to other users of the Licensed System without restriction.
TERM AND TERMINATION . This Agreement may be terminated at any time by either party with our without cause. Notwithstanding termination of this Agreement, the provisions hereof which are, by their terms, or by implication, intended to survive termination shall survive and continue in full force and effect.
Duty of Confidentiality and Nonuse . The parties shall (i) maintain the Confidential Information of the other party in strict confidence; (i) not disclose, divulge, or communicate (in whole or in part) such Confidential Information to any other person, firm, corporation, or other entity, regardless of form or media; and (iii) not use the said Confidential Information for any purpose other than a purpose specifically contemplated by the parties, as evidenced by the covenants and provisions of this Agreement.
Standard of Confidentiality . The receiving party shall hold the Confidential Information of the disclosing party in a secure location with restricted access and shall otherwise safeguard such Confidential Information using the same degree of care that such receiving party would use in safeguarding its own trade secrets or confidential information, but under no circumstances and in no case shall such standards be less strict than those that are customary and reasonable under the circumstances.
Exceptions . The restrictions and covenants of Sections and shall not apply to:
Information which the receiving party can prove was lawfully in its possession prior to the Effective Date;
Information which was developed by the receiving party independently and without reference or access to the Confidential Information of the disclosing party;
Information which the receiving party obtains, through proper means, from a third party who is not under a duty of confidentiality with respect to such information;
Information which is authorized for publication by the disclosing party or is otherwise in the public domain, albeit through no fault, action, or omission on the part of the receiving party; and
Information which is required to be disclosed pursuant to an order or like compulsion from a legislative, judicial, administrative, or other governmental entity, provided that the receiving party furnishes notice of the impending compelled disclosure to the disclosing party in order to permit such disclosing party to prevent, resist, or limit such compelled disclosure.
MV Right to Use Information . Notwithstanding the obligations herein, MV shall have an unfettered right to utilize any data maintained within the Licensed System regarding the Registered User or such Registered User's activities, so long as such usage in no way identifies the Registered User, the Registered User's employer, or any customer of the Registered User's employer.
Collected Data . Registered User acknowledges and agrees that Collected Data is solely Confidential Information of MV, Registered User’s employer’s customers and/or Registered User's employer, and that Registered User has no right of ownership and/or privacy with respect to such Collected Data.
Risk of Use . Registered User acknowledges that the Licensed System is neither critical nor required to Registered User's employment. MV assumes no responsibility for inaccurate information provided by the Licensed System.
Force Majeure. Neither party will be responsible for delays or failures of performance caused by events beyond its control.
Assignment . MV may assign or transfer its rights in this Agreement. Registered User may not sub-license, assign or transfer its interests in this Agreement or the Licensed System without the advance approval of MV. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the respective dates shown below.