movéo COMMERCIAL TERMS AND CONDITIONS
The terms and conditions contained herein (collectively, the "Agreement") are a legal agreement between you, (the “Company”) and Moveo LLC, a Florida limited liability corporation (the "Technology Provider"). In order to utilize our services and applications, as referenced herein (together the Technology providers services, platform and applications are referred to as the "Service" or “Services”), you must agree to these terms and conditions. By using or receiving Services supplied to you by the Technology Provider, and downloading, installing, ordering Services and using the Services supplied by the Technology Provider you hereby expressly acknowledge and agree to be bound by the terms and conditions of this Agreement, and any future amendments and additions to this Agreement as published from time to time at https://www.moveo.net/commercialterms. The Technology Provider reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement on our websites, including but not limited to our corporate site (www.moveo.net), any of our microsites (e.g. www.moveomiami.com, www.moveoatlanta.com, etc.) and our Customer Portal (separate registration is required) You are responsible for regularly reviewing this Agreement as contained on any of these sites. Continued use of the Services after any such changes shall constitute your consent to such changes.
The Technology Provider does not provide transportation services, and is not a transportation carrier. It is vehicle operators and operator companies (i.e. third party transportation providers) connected to the Technology Provider’s platform, who offer transportation services. The Technology Provider offers Company - through its patent pending platform, information, scheduling communication, reporting, pricing, payment, billing and other informational services - the ability to efficiently obtain third party transportation services. The Technology provider is not a transportation carrier or provider and none of the Technology Provider’s Services in any way, now or in the future, can be construed to be those of a transportation carrier or provider. The Technology Provider does not intend to provide transportation services or act in any manner as a transportation carrier, and has no responsibility or liability for any transportation services provided by third party transportation providers to Company.
Please read this Agreement carefully. Both the Company and the Company’s authorized users of the Services, i.e. those persons, whether employees or third parties, whom the company has authorized to consume, order, or coordinate the Services (“Users”), by using the Services agrees with, and accepts, all of the Terms and Conditions as contained in this Agreement. This includes both those Terms and Conditions expressly set out below and those incorporated by reference. By using any of the Services, Company becomes a user of Services available on the Technology Providers Platform and Company agrees to be bound by the Terms and Conditions of this Agreement with respect to such Services.
REPRESENTATIONS AND WARRANTIES
By using the Services, the Company expressly represents that the Users of the Services are a minimum of 18 years of age or older. The Company further warrants and agrees that:
Company and Users will use the Services appropriately; and
When using the Services Company and Users have entered into a legal agreement for use of the Services; and
In utilizing Technology Partner’s Services Company and Users will be using the services of third party transportation providers.
When using the Services the Company and Users agree to comply with any and all applicable laws from the country, state or province, and city in which the Users are present during the use of the Services. During use of the Services Technology Provider is not liable for:
Company and/or Users that do not have a compatible mobile device; and
Company and/or Users that have downloaded the wrong version of the Services’ applications; and
Company and/or Users improperly or inappropriately use the Services; and
Communications and network failures or outages that are outside the Technology Providers purview of service responsibility.
The Technology Provider reserves the right to terminate this Agreement for unauthorized, illegal, fraudulent, damaging, or inappropriate use of the Services.
All fees charged to the Company by Technology Provider, are due in accordance with payment Terms and Conditions on Technology Provider’s invoices and other formal written arrangements, if any, between Company and Technology Provider. The Technology Provider reserves the right to determine final pricing. The Technology Provider, at its sole discretion, may make promotional offers with different features and different rates to any of Technology Providers’ customers. These promotional offers, unless made to Company, shall have no bearing whatsoever on Company pricing. The Technology Provider may change the fees for its Services, as it deems necessary.
LICENSES, CONTENT AND APPLICATIONS.
Subject to Company’s compliance with the Terms and Conditions of this Agreement, for all Users’ content (hereinafter “Content” and collectively from all User’s Content and all Technology Provider’s other user’s content and Technology Provider’s content referred to as “Technology Provider Content”), Technology Provider grants a limited, non-exclusive, non-transferable license:
to view, download and print any Content and/or Technology Provider Content solely for Company and User’s internal or direct use; and
to view any Content or Technology Provider Content to which Company is permitted access solely for Company’s internal use; and
to utilize and Content, excluding Technology Provider Content, for any of Company’s corporate purposes , subject to Company’s privacy policies.
Notwithstanding the foregoing, Technology Provider does not grant the Company the right to sublicense these license rights as granted herein.
Company will not directly or in derivatively use, copy, distribute, transmit, stream, alter, sell, transfer, display – except internally and only within the Company’s privacy secured network, the Content, except as expressly permitted in this Agreement. No licenses or rights are granted to Company by implication or otherwise under any intellectual property rights owned or controlled by Technology Provider or its licensors, except for the licenses and rights expressly granted in this Agreement.
Subject to Technology Provider’s sole discretion, Users may, create, upload, submit or transmit Content. Company grants to Technology Provider for Content on, or available through, the Services an irrevocable, transferable, perpetual and royalty-free license. This license, subject to the privacy provisions contained in this Agreement, allows Technology Provider the ability to sublicense, use, copy, distribute, transmit, stream, alter, sell, transfer, display and. in Technology Providers’ sole discretion, exploit such Content. Technology Provider does not claim any ownership rights in the Content (Company’s and Users’) and nothing in this Agreement will be deemed to restrict any rights that Company may have to use and exploit any such Content.
The Company acknowledges and agrees it is solely responsible for all Content that Users make available through the Services. Accordingly, Company represents and warrants that:
Company is either the exclusive owner of all Content that Company and/or Users make available through the Services or Company has all rights, licenses, consents and releases that are necessary to grant to Technology Provider the rights in such Content; and
Neither Technology Provider’s use of the Content no Company’s and Users’ creation, postings, uploads, submissions or transmittals of the Content through the Services will infringe or violate any of a third party’s intellectual property rights, or rights privacy or result in the violation of any applicable laws or regulations.
Subject to Company’s compliance with this Agreement, Technology Provider grants to Company and its Users a limited non-exclusive, non-transferable license to download and install a version of the Services’ applications only on smartphones using Apple and Android operating systems and/or computers that are either owned or controlled by Company or Users. Furthermore, with respect to any and all downloads from an Android or Apple download site (“App Store”) of Technology Provider’s mobile applications (“App Store Sourced Application”), Company and Users will use the App Store Sourced Application only as permitted by the usage rules as set forth in the respective App Store’s Terms of Service. Technology Provider reserves all rights in and to the App Store Sourced Application not expressly granted under this Agreement.
For all App Store Sourced Applications that are part of the Services, which are downloaded through an App Store the following restrictions apply:
Company agrees that this Agreement is in any way to be construed to be between Company and App Store.
Without limitation to any other terms of this Agreement, Company and Users must comply with all applicable third party terms of agreement when using the App Store Sourced Application.
App Store has no obligation to furnish any maintenance and support services to Company with respect to any App Store Sourced Applications downloaded by Company or Users.
Technology Provider, not App Store, is solely responsible for Technology Provider’s Services and App Store Sourced Applications.
Company acknowledges that in the event of any third party claim that the possession and/or use of the App Store Sourced Application infringes that third party’s intellectual property rights, Technology Provider, not App Store - as between Technology Provider and App Store, will be solely responsible for the defense, settlement and discharge of any such intellectual property infringement claim to the extent required under this Agreement.
Unless explicitly authorized in writing by the Technology Provider, Company may not:
Commercially exploit or make available to any third party the Services or the App Store Sourced Applications; and
Make derivative works based upon the Services or the App Store Sourced Applications; and
Reverse engineer or access the Services App Store Sourced Applications; and
Build a competitive or similar product or service,; and
Use or copy any features, functions or graphics of the Services or App Store Sourced Applications, or
Create Internet "links" to the Services or "frame" or "mirror" any Service or App Store Sourced Applications on any other server or Internet-enabled device; and
Launch a script, program or automated program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Services, App Store Sourced Applications, Content or Technology Provider Content.
Technology Provider will have the right to investigate and prosecute violations of any of the above. Company acknowledges that Technology Provider does not have the obligation to review or monitor, but has the right to review or monitor Company’s or Users access to, or use of, the Services, App Store Sourced Applications, Content or Technology Provider Content to ensure your compliance with this Agreement, and to comply with any applicable laws, regulations and court orders. Technology Provider reserves the right, at any time and without prior notice, to remove or disable access to any Services, App Store Sourced Applications, Content or Technology Provider Content Technology Provider Content that Technology Provider, at its sole discretion, considers to be in violation of this Agreement.
INTELLECTUAL PROPERTY OWNERSHIP
The Technology Provider alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, or any intellectual property rights owned by the Technology Provider. The Technology Provider name, the Technology Provider logo, and the product names associated with the Services are trademarks of the Technology Provider or third parties, and no right or license is granted to use them.
E-mail, text messages (SMS), push notifications (PNS), ultra-low frequency communications (ULF), and/or near field communications (NFC) sent from, sent by, or authorized to be sent by Technology Provider are designed to make the Company and Users use of the Services more efficient. Company specifically agrees to accept and consent to receiving all the aforementioned forms of communication (E-mail, SMS, PNS, ULF and NFC) as initiated or authorized by Technology Provider Standard SMS charges applied by Company’s or Users’ mobile carriers will apply to SMS messages Technology Provider sends to Company and Users. If Company or Users change mobile carriers, the notification services may be deactivated for Company’s and Users’ registered phone number and may need to be re-enroll in Company’s communications services. Technology Provider reserves the right to cancel the notification Services at any time; you may cancel (opt-out) the Services by replying to any text Company received from Technology Provider with the word “STOP
By entering into this Agreement and using the Services, you agree that you shall defend, indemnify and hold the Technology Provider, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, Users, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (a) your violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein; (b) your violation of any rights of any third party, including providers of transportation services arranged via the Services or Application, or (c) your use or misuse of the Services .
DISCLAIMER OF WARRANTIES
The Technology Provider’s Services, App Store Sourced Applications, Content or Technology Provider Content may be may be temporarily unavailable from time to time for maintenance or be subject to delays, data loss, delivery failures or other problems inherent in the use of the Internet and other electronic communications protocols. Technology Provider assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, Users’ communications or for any damages resulting from such problems.
The Technology Provider does not sell or lease Company or User information to third parties for their marketing purposes without your explicit consent. The Technology Provider views protection of Company and Users privacy as a fundamental and important principal of the global community. The Technology Provider values Company and User information is a key asset. The Technology Provider stores and processes Company and Users information on computers co-located in the United States, which are protected by physical as well as technological security devices. We use third parties to verify and certify Technology Providers privacy policies and systems..
LIMITS OF LIABILITY
Technology Provider shall not be liable to Company or to third parties for damages of any type, including indirect, consequential or punitive for damages of any kind including those for personal injury, loss of revenue or profit, opportunity cost, data loss, or other economic or non-economic kinds of damages. The Technology provider shall not be liable for loss, injury or damage, incurred by Company or Users arising from the use of the Services or through the use of third party providers referred through the use of the Services. The Technology Provider introduces Company to third party transportation providers after assessing the suitability of third party transportation providers to provide transportation services. Notwithstanding the foregoing Company expressly waives and releases the Technology partner from any liability, claim or damages arising from or related to the services provided by the transportation provider. The transportation services scheduled through the use of the Services and used by the Company are the sole and entire responsibility of the transportation provider.
The Technology Provider may give notice by email or by first class mail to the Company email and corporate address, as registered by Company and on record in the Technology Provider's database of account information. Such notice is deemed to have been given 48 hours after postmarked (if sent by first class mail) or 12 hours after sending (if sent by email). You may give notice to the Technology Provider (such notice shall be deemed given when received by the Technology Provider) at any time either by letter delivered by either FedEx or UPS overnight delivery Services or first class postage prepaid mail to the Technology Provider at the following address: Moveo LLC, 1000 Anastasia Avenue, Suite 215, Coral Gables, FL 33126 to the attention of: Chief Executive Officer.
Company and Technology Provider agree that any dispute or claim arising out of or related to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be submitted to and settled by binding arbitration. Company and Technology Provider waive the right to a trial by jury. Any judgment rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims shall be brought within the time required by applicable law. The arbitration will be administered in the State of Florida in Miami-Dade County, by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules.
The Technology Provider and its subsidiaries, officers, directors, employees and suppliers provide the Services on an “as is” basis and without any warranty or condition, implied or statutory. The Technology Provider its subsidiaries, officers, directors, employees and suppliers specifically disclaim any implied warranties of title, merchantability, fitness and non-infringement. No joint venture, partnership, or agency relationship exists between Company, the Technology Provider or any third party provider as a result of this Agreement or use of the Services. This Agreement shall be governed by the laws of the State of Florida without regard to choice of law principles. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. The failure of the Technology Provider to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Technology Provider in writing. This Agreement comprises the entire agreement between you and the Technology Provider and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties with respect to the subject matter contained herein.