---
text:
-
- " <p>\n<strong>\n<strong>VERSION EFFECTIVE DATE:</strong>\n</strong> Dec 1, 2017</p>\n<p>These
Moovweb Platform Subscription Terms of Service (hereinafter, this “<strong>Agreement</strong>”)
are entered into by and between Moov Corporation (“<strong>Moovweb</strong>”) and
the entity or person placing an order or accessing the Services (“<strong>Customer</strong>”).\n The
“<strong>Effective Date</strong>” of this Agreement is the date which is the earlier
of (a) Customer’s initial access or use of the Services through any online provisioning,
registration or order process (including through any Reseller).\nor (b) the effective
date of the first Order Form (or, if applicable, Reseller Order Form (as defined
in Exhibit E)) referencing this Agreement.<strong> </strong>\n</p>\n<p>This
Agreement permits Customer to purchase a subscription to the Moovweb Service and
Professional Services (collectively, the “<strong>Services</strong>”) from Moovweb.\n This
Agreement sets forth the terms and conditions under which those Services will be
delivered and governs the provision of all Services by Moovweb, whether purchased
directly from Moovweb or through an authorized Moovweb reseller (“<strong>Reseller</strong>”).\nprovided,
however, that the terms of Exhibit E shall apply for any purchase through a Reseller.\n Customer
may purchase a subscription pursuant to order forms (which may consist of an online
registration or order form) (“<strong>Order Form(s)</strong>”) and Statements of
Work (“<strong>SOW(s)</strong>”) which reference this Agreement or pursuant to Reseller
Order Forms (as applicable).\n This Agreement shall govern Customer’s initial
purchase as well as any future purchases made by Customer which reference this Agreement.\n This
Agreement includes any and all attachments, Order Forms, SOWs and Reseller Order
Forms (as applicable).\n .\n .\n</p>\n<p>From time to time, Moovweb may
modify this Agreement.\n Unless otherwise specified by Moovweb, changes become
effective for existing subscription Customers upon renewal of the then-current Subscription
Term.\n Moovweb will use reasonable efforts to notify Customer of the changes
through communications through email or other means.\n Customer may be required
to click to accept the modified Agreement before using the Services in a renewal
Subscription Term, and in any event continued use of the Services during the renewal
Subscription Term will constitute Customer’s acceptance of the version of the Agreement
in effect at the time the renewal Subscription Term begins.</p>\n<p>BY INDICATING
THAT CUSTOMER HAS READ THIS AGREEMENT AND CLICKING ON THE “SIGN UP” BUTTON, EXECUTING
AN ORDER FORM WHICH LINKS TO AND REFERENCES THIS AGREEMENT OR USING ALL OR ANY PORTION
OF THE SERVICES, CUSTOMER IS ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.\n CUSTOMER
AGREES THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY CUSTOMER.\n </p>\n<p>IF
THE PERSON AGREEING TO THIS AGREEMENT WISHES TO USE THE SERVICES AS AN EMPLOYEE,
CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN SUCH
PERSON MUST BE AUTHORIZED TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE
TERMS OF THIS AGREEMENT.\n THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.</p>\n<p>IF CUSTOMER HAS
ENTERED INTO A SEPARATE WRITTEN SUBSCRIPTION AGREEMENT WITH MOOVWEB FOR PROVISION
OF THE SERVICES, THE TERMS AND CONDITIONS OF SUCH OTHER AGREEMENT SHALL PREVAIL
OVER ANY CONFLICTING TERMS OR CONDITIONS IN THIS AGREEMENT.\n .\n .\n</p>\n<p>OVERVIEW</p>\n<p>The
Moovweb Service is designed to enable customers to transform the visual elements
of Customer Websites for viewing on specified Endpoints and/or to deploy variations
of Projects in order to test and optimize traffic to Customer Websites.\nMoovweb
also provides related Professional Services.\nA customer may use the Moovweb SDK
to implement and maintain a Project itself, or may purchase Professional Services
from Moovweb to implement and maintain a Project.\n1.\nDEFINITIONS</p>\n<p>1.1.“Customer
Website(s)” means Customer’s existing desktop, mobile, tablet or responsive website(s)
specified in the applicable Order Form.</p>\n<p>1.2.\n“Endpoint” means the particular
operating system or device on which a mobile-optimized Project is designed to be
viewed, such as a smartphone browser, tablet browser or hybrid application.</p>\n<p>1.3.\n“Moovweb
Adapt” means Moovweb’s software-as-a-service product designed to transform a Customer
Website and deploy the resulting Project for viewing on specified Endpoints.</p>\n<p>1.4.\n“Moovweb
Optimize” means Moovweb’s software-as-a-service product designed to deploy different
variations of Projects to test and optimize traffic to a Customer Website.</p>\n<p>1.5.\n“Moovweb
SDK” means Moovweb’s software development kit of tools, files and libraries for
enabling customers to self-implement Projects.</p>\n<p>1.6.\n“Moovweb Service” means
Moovweb Adapt, Moovweb Optimize or any other Moovweb proprietary software-as-a-service
product identified on the applicable Order Form.\nThe Moovweb Service includes the
Moovweb SDK to the extent made available by Moovweb to Customer.\n </p>\n<p>1.7.\n“Project”
means the transformed version of a Customer Website deployed on the Moovweb Service.</p>\n<p>1.8.\n“Service
Description” means the technical specification documentation relating to the applicable
Moovweb Service as made generally available to Moovweb customers and users through
the Moovweb developer portal or otherwise published on the Moovweb website.</p>\n<p>2.\nMOOVWEB
SERVICE</p>\n<p>2.1.\nProvision of Moovweb Service.\n Moovweb shall provide
the Moovweb Service specified in the applicable Order Form and as described in the
then-current Service Description.\nThe Moovweb Service is provided on a subscription
basis commencing on the date specified on the applicable Order Form for the set
term designated therein (each, a “Subscription Term”).</p>\n<p>2.2.\nProject Implementation
and Deployment.\n Each Project will be implemented either by Customer (itself
or by a third party service provider on its behalf) using the Moovweb SDK or by
Moovweb using Professional Services, as specified in the applicable Order Form and/or
SOW.\n Once implementation is complete, the Project will be hosted and deployed
on the Moovweb Service and made available to End Users (defined below).\n Use
of the Moovweb Service is typically charged based on, or limited to, specified usage
metrics such as Endpoints and transformed pages delivered.\n The applicable
usage limits and metrics for a Project shall be specified in the applicable Order
Form.\n </p>\n<p>2.3.\nAccess to Moovweb Service.\n Subject to all the
terms and conditions of this Agreement, during the Subscription Term, Customer may
access and use the Moovweb Service solely for its own benefit and in accordance
with any scope of use restrictions designated in the applicable Order Form.\n </p>\n<p>2.4.\nPermitted
Users.\nCustomer may permit its or its Affiliates’ (defined below) employees and
independent contractors and consultants who are not Competitors of Moovweb (collectively,
“Permitted Users”) to use and access the Moovweb Service, provided that (a) Customer
remains responsible for compliance by each such Permitted User with all of the terms
and conditions of this Agreement, and (b) any such use of the Moovweb Service is
for the sole benefit of Customer or its Affiliates.\n “Competitor” means another
entity which provides mobile website design, mobile website hosting, mobile website
enablement or similar services.\n Use of the Moovweb Service by Permitted Users
in the aggregate must be within the restrictions in the applicable Order Form.\n “Affiliate”
means any entity controlling, controlled by or under common control with Customer
where “control” means ownership of or the right to control greater than fifty percent
(50%) of the voting securities or assets of such entity.</p>\n<p>2.5.\nGeneral Restrictions.\n Customer
shall not (and shall not permit any third party to): (a) rent, lease, provide access
to, sublicense, sell, resell, assign or transfer the Moovweb Service (or any part
thereof) to a third party except as expressly permitted hereunder.\n(b) incorporate
the Moovweb Service (or any part thereof) into another product or service or otherwise
use the Moovweb Service (or any part thereof) to provide any product or service
to a third party, except as expressly permitted hereunder.\n(c) reverse engineer,
decompile, disassemble, or otherwise seek to obtain the source code or non-public
APIs to the Moovweb Service, except to the extent expressly permitted by applicable
law (and then only upon advance notice to Moovweb).\n(d) copy, modify the Moovweb
Service or any Service Description, or create any derivative work from any of the
foregoing.\n(e) remove or obscure any proprietary or other notices contained in
the Service Descriptions or the Moovweb Service (including any reports or data printed
from the Moovweb Service).\n(f) publicly disseminate information regarding the performance
of the Moovweb Service.\n(g) use the Moovweb Service in violation of Moovweb’s Acceptable
Use Policy as described in Section 3.2 (Acceptable Use Policy).\nor (h) use the
Moovweb SDK to develop Projects for use off of the Moovweb Service.</p>\n<p>3.\nCUSTOMER
OBLIGATIONS</p>\n<p>3.1.\nProject Content.</p>\n<p>\n<em>\n<em>3.1.1.\nDefinition</em>\n</em>.\n“Project
Content” means all information and audio and visual materials provided or made available
by Customer to Moovweb in connection with implementation of a Project or deploying
a Project on the Moovweb Service, including without limitation, any images, graphics,
photos, digital media, brand features, logos, trademarks, service marks, written
text, copy or similar materials.\n </p>\n<p>\n<em>\n<em>3.1.2.\nProject Content
and Third Party Rights.</em>\n</em> Customer shall be responsible for (a)
handling and processing notices of alleged infringement by Project Content and requests
to take down infringing content in accordance with the Digital Millennium Copyright
Act (“DMCA”) and shall promptly notify Moovweb if it becomes aware of any such notices
or takedown requests and (b) addressing all other incidents of alleged infringement
or violation of third party rights by Project Content (including without limitation
as set forth in Section 11 (Indemnification) below).\n Notwithstanding the
foregoing, without limiting Moovweb’s other rights and remedies hereunder, Moovweb
reserves the right to (i) respond to any DMCA notices it receives and take down
allegedly infringing Project Content in accordance with its DMCA notice and takedown
policies and (ii) to suspend or terminate access to the Moovweb Service or applicable
Projects for repeat infringers.</p>\n<p>3.2.\nAcceptable Use Policy.\n Customer
shall ensure that Project Content, Customer-implemented Projects and Customer’s
use of the Moovweb Service comply at all times with Moovweb’s Acceptable Use Policy,
currently located at http://console.moovweb.com/legal/aup and incorporated by reference
hereto, which may be updated from time to time.\n </p>\n<p>3.3.\nConfiguration
Requirements.\n Customer shall: (a) make the Customer Website and Project Content
available for access by the Moovweb Service and maintain backup copies of all Project
Content.\n(b) provide Moovweb appropriate and timely authorization to use the applicable
domain name(s) for a Project.\n(c) create Secure Socket Layer certificates as requested
by Moovweb.\n(d) insert redirection code onto Customer’s website servers as requested
by Moovweb.\nand (e) otherwise cooperate with Moovweb as reasonably requested to
set up and configure any Project or Customer’s use of the Moovweb Service, including
by meeting any requirements set forth in a separate customer requirements document
or other documentation provided by Moovweb from time to time.\n Customer acknowledges
and agrees that proper implementation and display of Projects is dependent upon
the availability of the Customer Website (and all related Project Content).\nNOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS AGREEMENT, MOOVWEB SHALL HAVE NO RESPONSIBILITY
OR LIABILITY WHATSOEVER: (A) WITH RESPECT TO THE AVAILABILITY OR UPTIME OF THE CUSTOMER
WEBSITE OR RELATED PROJECT CONTENT.\n(B) FOR ANY INABILITY TO IMPLEMENT OR DISPLAY
A PROJECT IF THE CUSTOMER WEBSITE OR ANY PROJECT CONTENT BECOMES UNAVAILABLE OR
INACCESSIBLE TO THE MOOVWEB SERVICE.\nOR (C) FOR MAINTAINING BACKUP COPIES OF THE
PROJECT CONTENT.</p>\n<p>3.4.\nEnd Users.\n Each Project is an extension of
the Customer Website, and as such, Customer is solely responsible for all interaction
with the Project by its end users (“End Users”).\nThis includes implementing and
enforcing applicable terms of use and privacy policies which govern End User interaction
with the Project as well as providing front-line technical support in accordance
with the Support Policy (defined below).\n </p>\n<p>3.5.\nCustomer Data.</p>\n<p>\n<em>\n<em>3.5.1.\nGenerally.\n</em>\n</em>“Customer
Data” means the Collected Information (defined below) and Service Data.\n “Service
Data” means any business information or other data of any type which is input by
or on behalf of Customer into the Moovweb Service.\nCustomer is solely responsible
for the accuracy, content and legality of all Customer Data.</p>\n<p>\n<em>\n<em>3.5.2.\nCollected
Information.</em>\n</em> The Customer Website and Projects may include functionality
which allows Customer to collect personally identifiable information and other information
from End Users (the “Collected Information”).\nMoovweb transmits the Collected Information
to Customer solely for the purpose of providing the Moovweb Service and does not
use the Collected Information for any other purpose.\n Moovweb does not store
or cache any Collected Information.\n Moovweb expressly disclaims all obligations
with respect to storage or caching Collected Information.\n .\n .\n .\n </p>\n<p>3.6.\nCompliance.\n </p>\n<p>\n<em>\n<em>3.6.1.\nIn
General</em>\n</em>.\nCustomer shall ensure that Customer’s use of the Moovweb Service,
Customer’s use and collection of Collected Information and all Customer Data provided
to Moovweb hereunder are at all times compliant with Customer’s privacy policies
and all applicable local, state, federal and international laws, regulations and
conventions, including, without limitation, those related to data privacy, international
communications, and the exportation of technical or personal data.\n As between
Customer and Moovweb, Customer shall be responsible for obtaining the necessary
clearances, consents and approvals from End Users under all applicable laws or regulations.\n Customer
agrees that Moovweb is acting solely as a passive conduit for Customer Data.\n Further,
Customer acknowledges that Moovweb is only acting as a data processor on behalf
of Customer, and that Customer is the “data controller” pursuant to EU Directive
95/46 and applicable data protection laws, as may be amended from time to time.</p>\n<p>\n<em>\n<em>3.6.2.\nHealth
Information</em>\n</em>.\n In addition, Customer specifically agrees not to
submit to the Moovweb Service any patient, medical or other protected health information
regulated by HIPAA or any similar federal or state laws, rules or regulations (“Health
Information”) and acknowledges that Moovweb is not a Business Associate or subcontractor
(as those terms are defined in HIPAA) and that the Moovweb Service is not HIPAA
compliant.\n “HIPAA” means the Health Insurance Portability and Accountability
Act, as amended and supplemented.\n Moovweb shall have no liability under this
Agreement for Health Information, notwithstanding anything to the contrary herein.</p>\n<p>3.7.\nCustomer
Warranties.\n Customer hereby represents and warrants that: (a) Customer has
sufficient rights in the Customer Data and Project Content to grant the rights granted
to Moovweb herein without the consent of any third party.\n(b) Customer Data and
Project Content and Moovweb’s exercise of any of the licenses granted hereunder
will not infringe or misappropriate any intellectual property, publicity, privacy
or other rights of any third party.\nand (c) there are no pending or threatened
claims pertaining to the Project Content or Customer Website or that would prevent
Customer or Moovweb from fulfilling their obligations under the Agreement (and Customer
will promptly notify Moovweb in event of such a claim).\n </p>\n<p>4.\nPROPRIETARY
RIGHTS </p>\n<p>4.1.\nProject Content.\n Except for the limited license
rights granted to Moovweb herein, as between Customer and Moovweb, Customer retains
all right, title and interest in and to the Project Content and nothing in this
Agreement will be deemed to assign to Moovweb any intellectual property rights in
any Project Content or any modifications or derivative works thereof.\nCustomer
hereby grants Moovweb a non-exclusive, non-transferable (except as permitted hereunder),
worldwide, royalty-free right and license to reproduce, adapt, modify, translate,
publicly perform and display, distribute and create derivative works of any Project
Content provided to Moovweb solely for purposes of providing the Services to Customer
as permitted hereunder (including deploying any Customer-implemented Project on
the Moovweb Service).\n </p>\n<p>4.2.\nCustomer Data.\nAs between the parties,
Customer shall retain all right, title and interest (including any and all intellectual
property rights) in and to the Customer Data.\n Subject to the terms of this
Agreement, Customer hereby grants to Moovweb a non-exclusive, worldwide, royalty-free
right to use, copy, transmit and publicly perform and display the Customer Data
solely to the extent necessary to provide the Moovweb Service to Customer.</p>\n<p>4.3.\nMoovweb
Technology.\n This is a subscription agreement for access to and use of the
Moovweb Service and not an agreement for sale.\n Customer acknowledges that
it is obtaining only a limited right to use the Moovweb Service and that irrespective
of any use of the words “purchase”, “sale” or like terms hereunder no ownership
rights to the Moovweb Service are being conveyed to Customer under this Agreement.\n Customer
agrees that Moovweb or its suppliers retain all right, title and interest (including
all patent, copyright, trademark, trade secret and other intellectual property rights)
in and to: the Moovweb Service.\nService Descriptions.\nmethodologies, techniques,
know-how and processes that are generally applicable to the Services.\nany and all
related and underlying software code, deliverables, technology and documentation.\nand
any derivative works, modifications or improvements of any of the foregoing, including
without limitation as may incorporate Feedback (collectively, “Moovweb Technology”).\n Except
as expressly set forth in this Agreement, no rights in any Moovweb Technology are
granted to Customer.\nFurther, Customer acknowledges that the Moovweb Service is
offered as an on-line, hosted solution, and that Customer has no right to obtain
a copy of any underlying code or element of the Moovweb Service itself, except for
sample code which may be provided under this Agreement in connection with the Moovweb
SDK.</p>\n<p>4.4.\nFeedback.\n Customer, from time to time, may submit comments,
questions, suggestions or other feedback relating to Moovweb’s products or services
to Moovweb (“Feedback”).\nMoovweb may freely use or exploit Feedback in connection
with any of its products or services.</p>\n<p>4.5.\nAggregated Anonymous Data.\n Notwithstanding
anything to the contrary herein, Customer agrees that Moovweb may obtain and aggregate
website measurement information and other data about Customer’s use of the Moovweb
Service and Projects that is non-personally identifiable with respect to Customer
or any End Users (“Aggregated Anonymous Data”), and Moovweb may use the Aggregated
Anonymous Data to improve, support and operate the Moovweb Service and otherwise
for any business purpose during and after the term of this Agreement.\n For
clarity, this Section</p>\n<p>4.5 does not give Moovweb the right to identify Customer
as the source of any Aggregated Anonymous Data.</p>\n<p>5.\nPROFESSIONAL SERVICES
</p>\n<p>5.1.\nScope and Fees.\n Moovweb shall provide the Professional
Services purchased under the applicable Order Form, which may include, without limitation,
implementation services or maintenance and support for a Project, or Analytics Services
or other premium strategic services, as applicable.\n The scope of Professional
Services shall be set forth in a separate SOW referencing this Agreement and executed
by both parties describing the work to be performed, fees and any applicable milestones,
dependencies and other technical specifications or related information.\n Unless
Professional Services are provided on a fixed-fee basis, Customer shall pay Moovweb
at the rates set forth in the applicable SOW or Order Form (or, if not specified,
Moovweb’s then-standard rates) for the applicable services.\n Customer will
reimburse Moovweb for reasonable travel and lodging expenses as incurred.\n .\n Customer
may use anything delivered as part of Professional Services in support of the authorized
use of the Moovweb Service and subject to the terms regarding Customer’s rights
to use the Moovweb Service set forth in Section 2 (Moovweb Service) and the applicable
SOW, but Moovweb shall retain all right, title and interest in and to any such work
product, code or deliverables and any derivative, enhancement or modification thereof
created by Moovweb (or its agents).</p>\n<p>5.2.\nMoovweb Technology Deliverables.\n To
the extent Professional Services consist of implementation of Projects on or configuration
of the Moovweb Service, Customer’s right to use and access related deliverables
shall be subject to the same rights and restrictions as the Moovweb Service set
forth in Section 2 (Moovweb Service) above.</p>\n<p>5.3.\nAnalytics Services.\n If
Customer’s subscription to the Moovweb Service includes access to third-party analytics
platforms (“Analytics Services”) or other premium strategic services that utilize
Analytics Services (as specified in the applicable Order Form or SOW), the following
terms shall apply:</p>\n<p>\n<em>\n<em>5.3.1.\nImplementation</em>\n</em>.\n Customer
acknowledges that the Analytics Services require implementation of third-party analytics
tags within a Project.</p>\n<p>\n<em>\n<em>5.3.2.\nThird Party Terms and Conditions</em>\n</em>.\n Customer
acknowledges that Moovweb’s use of Analytics Services may be subject to terms and
conditions imposed by Analytics Services providers, which may be modified by such
providers from time to time.\n Customer agrees that Moovweb may, notwithstanding
Section 14.14 (Amendments.\nWaivers), modify the terms and conditions of this Section
5.3 as deemed reasonably necessary by Moovweb to maintain consistency with the applicable
Analytics Services terms and conditions.\n Any such modifications shall only
be upon written notice to and written acceptance by Customer of such modifications.\n Customer
acknowledges that it may not, and Moovweb may not on behalf of Customer, be permitted
to use the Analytics Services unless Customer accepts the modifications.\n In
connection with Moovweb’s use of Analytics Services on behalf of Customer, Customer
authorizes Moovweb to act as its agent for the limited purpose of binding Customer
to the terms and conditions of the applicable Analytics Services.\n As of the
Effective Date, the applicable Analytics Services are Google Analytics and the applicable
terms of service are available at http://www.google.com/analytics/terms/us.html.\n </p>\n<p>\n<em>\n<em>5.3.3.\nAggregated
Anonymous Data</em>\n</em>.\n Moovweb may collect and use third party analytics
data from the Project to provide the services described above to Customer and may
aggregate such data in an anonymous fashion with other data (which collectively
shall constitute Aggregated Anonymous Data).</p>\n<p>\n<em>\n<em>5.3.4.\nReports</em>\n</em>.\n Moovweb
shall provide periodic analytics reports to Customer in a mutually agreed form and
at mutually agreed intervals.</p>\n<p>6.\nSLA, SUPPORT AND SECURITY.\n During
the Subscription Term, (a) the Moovweb Service shall be subject to the Service Level
Agreement (“SLA”) attached hereto as Exhibit A.\nand (b) Moovweb shall provide Customer
support in accordance with the terms set forth on Exhibit B (Moovweb Customer Support
Policy) (“Support Policy”) based upon the level of Support Services set forth in
the applicable Order Form.\n In addition, Moovweb agrees to use commercially
reasonable technical and organizational measures designed to prevent unauthorized
access, use, alteration or disclosure of the Moovweb Service or Customer Data, as
further described in Exhibit C (Security and Disaster Recovery) (“Security Policy”).\n However,
Moovweb shall have no responsibility for errors in transmission, unauthorized third-party
access or other causes beyond Moovweb’s control.\n The SLA, Support Policy,
and Security Policy may be modified by Moovweb from time to time to reflect process
improvements or changing practices (but the modifications will not materially decrease
Moovweb’s obligations as compared to those reflected in each document as of the
Effective Date).</p>\n<p>7.\nFEES &.\nPAYMENT.\n All fees are as set forth
in the applicable Order Form or SOW and shall be paid by Customer (in U.S.\ndollars)
within thirty (30) days of the date of applicable invoice.\n Except as expressly
set forth in Section 9 (Representations and Warranties), Section 11 (Indemnification)
or Exhibit A (with respect to SLA credits), all fees are non-refundable.\n The
Moovweb Service fees in the Order Form are valid for the initial Subscription Term
and thereafter Moovweb may revise its fees upon thirty (30) days’ prior written
notice to Customer.\n Customer is required to pay any sales, use, GST, value-added,
withholding, or similar taxes or levies, whether domestic or foreign, other than
taxes based on the income of Moovweb.\n Any late payments shall be subject
to a service charge equal to 1.5% per month of the amount due or the maximum amount
allowed by law, whichever is less.\n .\n .\n</p>\n<p>8.\nTERM, TERMINATION
AND SUSPENSION</p>\n<p>8.1.\nTerm and Renewals.\n This Agreement is effective
as of the Effective Date and expires on the date of expiration or termination of
all Subscription Terms and SOWs.\n Unless otherwise specified on the applicable
Order Form, each Subscription Term shall automatically renew for additional twelve
(12) month periods unless either party gives the other written notice of non-renewal
at least ninety (90) days prior to the expiration of the then-current Subscription
Term.</p>\n<p>8.2.\nTermination for Cause.\n Either party may terminate this
Agreement (including all related Order Forms and SOWs) if the other party (a) fails
to cure any material breach of this Agreement (including a failure to pay fees)
within thirty (30) days after written notice.\n(b) ceases operation without a successor.\nor
(c) seeks protection under any bankruptcy, receivership, trust deed, creditors’
arrangement, composition, or comparable proceeding, or if any such proceeding is
instituted against that party (and not dismissed within sixty (60) days thereafter).\nMoovweb
may terminate this Agreement at any time without notice to Customer if the Moovweb
Service has been suspended under Section 8.3 (Suspension of Service) and when Customer
is responsible, the precipitating event is not cured by Customer to Moovweb’s satisfaction
within fifteen (15) days of notice thereof.</p>\n<p>8.3.\nSuspension of Service.\n In
addition to any of its other rights or remedies (including but not limited to any
termination rights) set forth herein, Moovweb reserves the right to suspend provision
of the Moovweb Service (and any related services) with respect to any or all Projects
without liability to Customer (a) if Customer’s account is fifteen (15) days or
more overdue.\n(b) if Moovweb is notified of any claim regarding a Project or reasonably
believes such a claim to be likely.\n(c) if Moovweb reasonably determines suspension
is necessary to avoid material harm to Moovweb or its business, including if the
Moovweb Service is experiencing denial of service attacks, mail flooding, or other
attacks or disruptions outside of Moovweb’s control.\n(d) for suspected or actual
fraud.\n(e) in response to a violation or suspected violation of the Acceptable
Use Policy.\nor (f) as required by law or at the request of governmental entities
having authority to suspend the Moovweb Service or a Project.\n Customer shall
remain responsible for all fees and charges Customer has incurred through the date
of suspension.\n If Moovweb thereafter restores Customer’s access to the Moovweb
Service, Customer shall resume accruing and paying fees pursuant to Section 7 (Fees
and Payment).\n .\n .\n</p>\n<p>8.4.\nEffect of Termination.\n Upon
any expiration or termination of this Agreement, Customer shall immediately: (a)
cease any and all use of and access to the Moovweb Service (including any and all
related Moovweb Technology), (b) delete (or, at Moovweb’s request, return) any and
all copies of the Service Descriptions, any Moovweb passwords or access codes and
any other Moovweb Confidential Information in its possession, and (c) pay any outstanding
amounts due for Services provided through the termination date or otherwise contractually
committed.\n All Order Forms and SOWs terminate upon termination of this Agreement.\n Customer
acknowledges following termination it shall have no further access to any Projects
on the Moovweb Service, and that Moovweb may delete any such Projects as may have
been deployed on the Moovweb Service at any time.\nExcept for any exclusive remedies
specified in this Agreement, the exercise of either party of any remedy under this
Agreement, including termination, will be without prejudice to any other remedies
it may have under this Agreement, by law, or otherwise.\n </p>\n<p>8.5.\nSurvival.\n The
following Sections shall survive any expiration or termination of this Agreement:
2.5 (General Restrictions), 4 (Proprietary Rights), 7 (Fees and Payment), 8.4 (Effect
of Termination), 9.4 (Warranty Disclaimer), 10 (Limitation of Remedies and Damages),
11 (Indemnification), 12 (Confidential Information), 14 (General Terms) and this
Section 8.5.\n </p>\n<p>9.\nREPRESENTATIONS AND WARRANTIES</p>\n<p>9.1.\nMoovweb
Service Warranty.\n Moovweb warrants that the Moovweb Service will operate
in substantial conformity with the applicable Service Descriptions.\n In the
event of a breach of the foregoing warranty, Moovweb shall use commercially reasonable
efforts to correct the reported non-conformity.</p>\n<p>9.2.\nProfessional Services
Warranty.\n Moovweb warrants that Moovweb will perform the Professional Services
in a professional and workmanlike manner and in substantial conformity with the
Specifications set forth in the applicable SOW.\n In the event of a breach
of the foregoing warranty, Moovweb shall re-perform the non-conforming Professional
Services.</p>\n<p>9.3.\nLimited Warranty Remedy.\n If, in its sole discretion,
Moovweb determines the remedies set forth in Sections 9.1 or 9.2 to be impracticable,
either party may terminate the applicable Order Form or SOW and Customer shall receive
as its sole remedy a refund for the terminated Services as follows: (A) for the
Moovweb Service, a refund in the amount of any fees Customer has pre-paid for use
of the Moovweb Service for the terminated portion of the applicable Subscription
Term and (B) for Professional Services, a refund in the amount of the portion of
fees paid which are attributable to such non-conforming Professional Services.\n The
limited warranties set forth in this Section 9 shall not apply: (i) unless Customer
makes a claim within thirty (30) days of the date on which Customer first noticed
the non-conformity, (ii) if the error was caused by misuse, unauthorized modifications
or third-party hardware, software or services or (iii) to use provided on a no-charge
or evaluation basis.\n Notwithstanding anything to the contrary in this Agreement,
Moovweb’s sole liability (and Customer’s sole and exclusive remedy) for any breach
of the warranties in Sections 9.1 and 9.2 shall be the remedies set forth in such
sections and this Section 9.3.</p>\n<p>9.4.\nWarranty Disclaimer.\n EXCEPT
AS EXPRESSLY SET FORTH HEREIN, THE MOOVWEB SERVICE, SUPPORT SERVICES AND PROFESSIONAL
SERVICES ARE PROVIDED “AS IS”.\nEXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY
NOR THEIR SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS
FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.\n MOOVWEB MAKES NO REPRESENTATIONS
OR WARRANTIES THAT CUSTOMER’S USE OF THE MOOVWEB SERVICE WILL ACTUALLY INCREASE
TRAFFIC OR CONVERSIONS ON CUSTOMER WEBSITES (OR, IF ACHIEVED, THAT SUCH INCREASE
WILL BE SUSTAINABLE).\nMOOVWEB SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE
OR SECURITY FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC
COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF MOOVWEB, INCLUDING
BUT NOT LIMITED TO THE UPTIME OR AVAILABILITY OF THE CUSTOMER WEBSITE.\n MOOVWEB
DOES NOT WARRANT THAT CUSTOMER’S USE OF THE MOOVWEB SERVICE OR THAT ACCESS TO OR
DISPLAY OF PROJECTS WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES MOOVWEB WARRANT
THAT IT WILL REVIEW THE CUSTOMER DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN
THE CUSTOMER DATA WITHOUT LOSS.\n FURTHERMORE, MOOVWEB MAKES NO REPRESENTATIONS
OR WARRANTIES AS TO THE SUITABILITY OF ANY ANALYTICS OR OTHER RESULTS OF ANALYTICS
SERVICES (WHICH ARE PROVIDED BY A THIRD PARTY) FOR ANY USE, INCLUDING WITHOUT LIMITATION
TO MAKE BUSINESS, ECONOMIC, DESIGN, OR PROMOTIONAL DECISIONS.\nIT IS CUSTOMER’S
SOLE RESPONSIBILITY TO DETERMINE THE SUITABILITY OF THE ANALYTICS SERVICES FOR ALL
USES.\n .\n CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS.\n HOWEVER, THE
DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST
PERIOD PERMITTED BY LAW.\n </p>\n<p>10.\nLIMITATION OF REMEDIES AND DAMAGES</p>\n<p>10.1.\nConsequential
Damages Waiver.\n EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY (NOR ITS SUPPLIERS)
SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS
OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF
BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES
OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.\n </p>\n<p>10.2.\nLiability
Cap.\n EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S AND ITS SUPPLIERS’ ENTIRE LIABILITY
TO THE OTHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY
PAID (OR WITH RESPECT TO FEES DUE, PAYABLE) BY CUSTOMER TO MOOVWEB DURING THE PRIOR
TWELVE (12) MONTHS UNDER THIS AGREEMENT.\n </p>\n<p>10.3.\nExcluded Claims.\n “Excluded
Claims” means (a) any claim arising from Customer’s breach of Section 2.3 (Access
to Moovweb Service) or Section 2.5 (General Restrictions), (b) any claim arising
from a party’s breach of its confidentiality obligations (but excluding claims arising
from operation or non-operation of the Moovweb Service) or (c) amounts payable to
third parties pursuant to a party’s indemnification obligations.</p>\n<p>10.4.\nNature
of Claims and Failure of Essential Purpose.\n The parties agree that the waivers
and limitations specified in this Section 10 apply regardless of the form of action,
whether in contract, tort (including negligence), strict liability or otherwise
and will survive and apply even if any limited remedy specified in this Agreement
is found to have failed of its essential purpose.</p>\n<p>11.\nINDEMNIFICATION </p>\n<p>11.1.\nIndemnification
by Moovweb.\n Moovweb shall defend Customer from and against any claim by a
third party alleging that the Moovweb Service when used as authorized under this
Agreement infringes a U.S.\npatent, U.S.\ncopyright or U.S.\ntrademark and shall
indemnify and hold harmless Customer from and against any damages and costs awarded
against Customer or agreed in settlement by Moovweb (including reasonable attorneys’
fees) resulting from such claim.\n If Customer’s use of the Moovweb Service
is (or in Moovweb’s opinion is likely to be) enjoined, if required by settlement
or if Moovweb determines such actions are reasonably necessary to avoid material
liability, Moovweb may, in its sole discretion: (a) substitute substantially functionally
similar products or services.\n(b) procure for Customer the right to continue using
the Moovweb Service.\nor if (a) and (b) are not commercially reasonable, (c) terminate
the Agreement and refund to Customer the fees paid by Customer for the portion of
the Subscription Term which was paid by Customer but not rendered by Moovweb.\n The
foregoing obligations of Moovweb shall not apply: (1) if the Moovweb Service is
modified by any party other than Moovweb, but solely to the extent the alleged infringement
is caused by such modification.\n(2) if the Moovweb Service is combined with other
non-Moovweb products or processes not authorized by Moovweb, but solely to the extent
the alleged infringement is caused by such combination.\n(3) to any unauthorized
use of the Moovweb Service.\n(4) to any action arising as a result of Customer Data,
Project Content, any Customer Website or any third-party deliverables or components
contained within the Moovweb Service.\n(5) to any action arising as a result of
any customizations or modifications to the Moovweb Service by Moovweb or any third
party which are based on Customer’s specifications.\nor (6) if Customer settles
or makes any admissions with respect to a claim without Moovweb’s prior written
consent.\n In addition, Moovweb’s indemnification obligation will not apply
to any claim or liability covered by Customers obligations in Section 11.2 (Indemnification
by Customer).\n THIS SECTION 11.1 SETS FORTH MOOVWEB’S AND ITS SUPPLIERS’ SOLE
LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF
INTELLECTUAL PROPERTY INFRINGEMENT.</p>\n<p>11.2.\nIndemnification by Customer.\n Customer
shall defend Moovweb from and against any claim by a third party arising from or
relating to (a) any Customer Data, Project Content, Customer Website or Customer-implemented
Project (including, but not limited to, any infringement of the intellectual property
rights of a third party), (b) End User access to and use of Projects (including,
but not limited to, collection of Collected Information), or (c) any breach of Section
3.6 (Compliance), and shall indemnify and hold harmless Moovweb from and against
any damages and costs awarded against Moovweb or agreed in settlement by Customer
(including reasonable attorneys’ fees) resulting from such claim.\n </p>\n<p>11.3.\nIndemnification
Process.\nThe obligations of each indemnifying party are conditioned upon receiving
from the party seeking indemnification: (a) prompt written notice of such claim
(but in any event notice in sufficient time for the indemnifying party to respond
without prejudice).\n(b) the exclusive right to control and direct the investigation,
defense and settlement (if applicable) of such claim.\nand (c) all reasonable necessary
cooperation of the indemnified party.\n The indemnified party may participate
in the defense of such claim using its own counsel at its own expense.\n The
indemnifying party may not settle any claim without the indemnified party’s prior
written consent unless such settlement unconditionally releases the indemnified
party from all liability and does not require the indemnified party to take or refrain
from taking any action (except with respect to use or non-use of the Moovweb Technology
or use of other material licensed by one party to the other hereunder).</p>\n<p>12.\nCONFIDENTIAL
INFORMATION.\nEach party (as “Receiving Party”) agrees that all code, inventions,
know-how, business, technical and financial information it obtains from the
disclosing party (“Disclosing Party”) constitute the confidential property of the
Disclosing Party (“Confidential Information”), provided that it is identified as
confidential at the time of disclosure or should be reasonably known by the Receiving
Party to be confidential or proprietary due to the nature of the information disclosed
and the circumstances surrounding the disclosure.\n Any Moovweb Technology
and performance information relating to the Moovweb Service shall be deemed Confidential
Information of Moovweb without any marking or further designation.\n The terms
and conditions of this Agreement shall be deemed Confidential Information of both
parties without any marking or further designation.\nExcept as expressly authorized
herein, the Receiving Party will (a) hold in confidence and not disclose any Confidential
Information to third parties and (b) not use Confidential Information for any purpose
other than fulfilling its obligations end exercising its rights under this Agreement.\n The
Receiving Party may disclose Confidential Information to its employees, agents,
contractors and other representatives having a legitimate need to know (including,
for Moovweb, the subcontractors referenced in Section 14.5), provided that such
representatives are bound to confidentiality obligations no less protective of the
Disclosing Party than this Section 12 and that the Receiving Party remains responsible
for compliance by any such representative with the terms of this Section 12.\n The
Receiving Party’s confidentiality obligation shall not apply to information that
the Receiving Party can document: (i) was rightfully in its possession or known
to it prior to receipt of the Confidential Information.\n(ii) is or has become public
knowledge through no fault of the Receiving Party.\n(iii) is rightfully obtained
by the Receiving Party from a third party without breach of any confidentiality
obligation.\nor (iv) is independently developed by employees of the Receiving Party
who had no access to such information.\n The Receiving Party may make disclosures
to the extent required by law or court order, provided the Receiving Party notifies
the Disclosing Party in advance and cooperates in any effort to obtain confidential
treatment.\n The Receiving Party acknowledges that disclosure of Confidential
Information would cause substantial harm for which damages alone would not be a
sufficient remedy, and therefore that upon any such disclosure by the Receiving
Party the Disclosing Party shall be entitled to seek appropriate equitable relief
in addition to whatever other remedies it might have at law.\n </p>\n<p>13.\nPUBLICITY.\n At
Moovweb’s request, Customer agrees to the following marketing activities: (a) the
issuance of a joint press release on a mutually agreed upon date or the ninetieth
(90th) day from the Effective Date, whichever is earlier, provided that each party
will have the right to approve such press release in advance.\n(b) Moovweb’s use
of Customer’s name and logo on Moovweb’s web site and in Moovweb marketing materials.\n(c)
participation in other reasonable co-marketing activities, such as creating a case
study, collaborating on white papers, or developing a joint marketing plan.\n Any
such co-marketing activities shall be subject to mutual agreement and review and
approval over any marketing materials developed in connection with such co-marketing
activities prior to distribution.</p>\n<p>14.\nGENERAL TERMS</p>\n<p>14.1.\nAssignment.\nThis
Agreement will bind and inure to the benefit of each party’s permitted successors
and assigns.\n Neither party may assign this Agreement without the prior written
consent of the other party, except that either party may assign this Agreement without
such consent to an affiliate or any entity in connection with a merger, reorganization,
acquisition or other transfer of all or substantially all of such party’s assets
or voting securities.\n No assignment shall be valid unless the permitted assignee
agrees in writing to be bound by the terms of this Agreement.\n The assigning
party shall remain liable for its obligations incurred prior to such assignment.\n Any
attempt to transfer or assign this Agreement except as expressly authorized under
this Section 14.1 will be null and void.</p>\n<p>14.2.\nGoverning Law.\nJurisdiction
and Venue.\nThis Agreement shall be governed by the laws of the State of California
and the United States without regard to conflicts of laws provisions thereof, and
without regard to the United Nations Convention on the International Sale of Goods.\n The
jurisdiction and venue for actions related to the subject matter hereof shall be
the state and federal courts located in San Francisco, California and both parties
hereby submit to the personal jurisdiction of such courts.</p>\n<p>14.3.\nAttorneys’
Fees and Costs.\nThe prevailing party in any action to enforce this Agreement will
be entitled to recover its attorneys’ fees and costs in connection with such action.\n </p>\n<p>14.4.\nNotice.\nAny
notice or communication required or permitted under this Agreement shall be in writing
to the parties at the addresses set forth on the Order Form or at such other address
as may be given in writing by either party to the other in accordance with this
Section and shall be deemed to have been received by the addressee (a) if given
by hand, immediately upon receipt.\n(b) if given by overnight courier service, the
first business day following dispatch, (c) if given by registered or certified mail,
postage prepaid and return receipt requested, the second business day after such
notice is deposited in the mail, or (d) if given by e-mail, by receipt of reply
e-mail acknowledging receipt or by electronic logs.\n </p>\n<p>14.5.\nIndependent
Contractors.\n The parties to this Agreement are independent contractors.\n Except
as expressly set forth in Section 5.3 (Analytics Services) (if applicable), there
is no relationship of partnership, joint venture, employment, franchise or agency
created hereby between the parties and neither party will have the power to bind
the other or incur obligations on the other party’s behalf without the other party’s
prior written consent.</p>\n<p>14.6.\nSubcontractors.\nMoovweb may use the services
of subcontractors and permit them to exercise the rights granted to Moovweb in order
to provide the Services under this Agreement, provided that Moovweb remains responsible
for (a) compliance of any such subcontractor with the terms of this Agreement and
(b) for the overall performance of the Services as required under this Agreement.</p>\n<p>14.7.\nSubpoenas.\nNothing
in this Agreement prevents Moovweb from disclosing Customer Data to the extent required
by law, subpoenas, or court orders, but Moovweb will use commercially reasonable
efforts to notify Customer where permitted to do so.</p>\n<p>14.8.\nInsurance.\n During
the term of this Agreement, Moovweb shall, at its own cost and expense, maintain
in full force and effect the insurance policies listed in Exhibit D (Insurance).\n </p>\n<p>14.9.\nNo
Third-Party Beneficiaries.\n No third party will be deemed to be an intended
or unintended third party beneficiary of this Agreement.</p>\n<p>14.10.\nForce Majeure.\n Neither
party shall be liable to the other for any delay or failure to perform any obligation
under this Agreement (except for a failure to pay fees) if the delay or failure
is due to unforeseen events which occur after the signing of this Agreement and
which are beyond the reasonable control of such party, such as a strike, blockade,
war, act of terrorism, riot, natural disaster, failure or diminishment of power
or telecommunications or data networks or services, or refusal of a license by a
government agency.</p>\n<p>14.11.\nGovernment Users.\n Elements of the Moovweb
Service are commercial computer software.\n If the user or licensee of the
Moovweb Service is an agency, department or other entity of the United States Government,
the use, duplication, reproduction, release, modification, disclosure or transfer
of the Moovweb Service, or any related documentation of any kind, including technical
data and manuals, is restricted by a license agreement or by this Agreement in accordance
with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal
Acquisition Regulation Supplement 227.7202 for military purposes.\n The Moovweb
Service was developed fully at private expense.\n All other use is prohibited.</p>\n<p>14.12.\nExport
Control.\n In its use of the Moovweb Service, Customer agrees to comply with
all export and import laws and regulations of the United States and other applicable
jurisdictions.\n Without limiting the foregoing, (i) Customer represents and
warrants that it is not listed on any U.S.\ngovernment list of prohibited or restricted
parties or located in (or a national of) a country that is subject to a U.S.\ngovernment
embargo or that has been designated by the U.S.\ngovernment as a “terrorist supporting”
country, (ii) Customer shall not (and shall not permit any of its users to) access
or use the Moovweb Service in violation of any U.S.\nexport embargo, prohibition
or restriction, and (iii) Customer shall not submit to the Moovweb Service any information
that is controlled under the U.S.\nInternational Traffic in Arms Regulations.</p>\n<p>14.13.\nEntire
Agreement.\n This Agreement is the complete and exclusive statement of the
mutual understanding of the parties and supersedes and cancels all previous written
and oral agreements and communications relating to the subject matter of this Agreement.\n Notwithstanding
the foregoing, if Customer is asked to accept an online version of this Agreement
and the parties have already signed a written version, the signed written version
will control.\n No provision of any purchase order or other business form employed
by Customer shall supersede the terms and conditions of this Agreement, and any
such document relating to this Agreement shall be for administrative purposes  .\nonly
and have no legal effect.\n Customer acknowledges that the Moovweb Service
is an online, subscription-based product, and that in order to provide improved
customer experience Moovweb may make changes to the Moovweb Service, and Moovweb
will update the Service Descriptions accordingly.</p>\n<p>14.14.\nAmendments.\nWaivers.\nExcept
as may be otherwise expressly set forth herein, no supplement, modification, or
amendment of this Agreement shall be binding, unless executed in writing by a duly
authorized representative of each party to this Agreement.\n No waiver will
be implied from conduct or failure to enforce or exercise rights under this Agreement,
nor will any waiver be effective unless in a writing signed by a duly authorized
representative on behalf of the party claimed to have waived.\n .\n </p>\n<p>14.15.\nSeverability.\nIf
any provision of this Agreement shall be adjudged by any court of competent jurisdiction
to be unenforceable or invalid, that provision shall be limited to the minimum extent
necessary so that this Agreement shall otherwise remain in effect.</p>\n<p>14.16.\nCounterparts.\nThis
Agreement may be executed in counterparts, each of which will be deemed an original
and all of which together will be considered one and the same agreement.</p>\n<p>\n<strong>\n</strong>\n<strong>Exhibit
A</strong>\n</p>\n<p>\n<strong>SERVICE LEVEL AGREEMENT</strong>\n</p>\n<p>Moovweb
agrees to the following Service Level Agreement for customers who are purchasing
“Enterprise” level subscriptions only (or similar designations or service tiers
of Moovweb).\n For clarity, “Developer” level customers (or similar designation
or service tier of Moovweb) are not entitled to any of the rights granted in this
Service Level Agreement.\n </p>\n<p>\n<strong>A.\nService Level Commitment</strong>.\n Moovweb
will use commercially reasonable efforts to make the Moovweb Service available to
Customer with a Monthly Uptime Percentage (defined below) of 99.95% unless otherwise
specified in the Order Form as the “<strong>Service Level Commitment</strong>” during
the term of this Agreement.\n If Moovweb does not meet the Service Level Commitment,
Customer will be eligible, as its sole remedy, to receive Service Credits as provided
immediately below.</p>\n<p>\n<strong>B.\nService Credits Definitions</strong>.</p>\n<p>i.\n“<strong>Scheduled
Service Uptime</strong>” is calculated by taking 100% of the number of minutes of
a Service Month time period and subtracting the number of minutes of Scheduled Maintenance
(defined in Section F.i.\nbelow).</p>\n<p>\n<strong>ii.\nService Credit</strong>”
is a monetary credit, calculated as provided below, that Moovweb may credit back
to a Customer’s account.</p>\n<p>iii.\n“<strong>Service Month</strong>” is equivalent
to the preceding monthly billing period for the Moovweb Service.</p>\n<p>iv.\n“<strong>Monthly
Uptime Percentage</strong>” is calculated by (1) taking 100% of the number of minutes
of a Service Month time period and subtracting the number of minutes during the
Service Month in which Service was unavailable for any reason other than an exclusion
listed in Section E below (a “<strong>SLA Exclusion</strong>”) and (2) dividing
such difference by the total number of minutes in a Service Month time period and
multiplying the resulting quotient by 100 to establish the percentage.\nFor avoidance
of ambiguity, Monthly Uptime Percentage measurements exclude downtime resulting
directly from a SLA Exclusion.\nAny downtime occurring prior to a successful Service
Credit claim cannot be used for future claims.</p>\n<p>\n<strong>C.\nService Credits</strong>\n</p>\n<p>i.\nIf
the Monthly Uptime Percentage for Customer drops by more than 0.1% below the Service
Level Commitment for a Service Month, Customer shall be eligible to receive a Service
Credit equivalent to the total minutes of unscheduled service downtime in excess
of 0.1%, divided by the total minutes of Scheduled Service Uptime for that month,
and multiplied by the total recurring fee for that Service Month for the affected
Moovweb Service payable by Customer.</p>\n<p>ii.\nService Credits will be applied
as a credit to Customer from Moovweb against the payment amount due immediately
following the affected Service Month.\n A Service Credit may not be transferred
or applied to any other Moovweb account.\nCustomer’s sole and exclusive remedy for
any failure to meet the Service Level Commitment is the receipt of aiii.\nService
Credit in accordance with the terms of this Agreement.\nThe maximum cumulative credit
for any and all applicable Service Credits in a month is 50% of the total recurring
fee for that month for the affected Moovweb Service payable by Customer.</p>\n<p>\n<strong>D.\nProcess
for Requesting Credits</strong>.\n To receive a Service Credit, Customer must
submit a written request to Moovweb by sending an e-mail to Customer’s Moovweb Account
Manager.\n The request for a Service Credit must: (i) include the dates
and times of each incident of Moovweb Service unavailability that Customer claims
to have experienced, including website URLs that were unavailable at the time of
each incident.\n(ii) include related support and proof of each such incident.\nand
(iii) be received by Moovweb within thirty (30) business days of the last reported
incident in the SLA claim.\n Moovweb will verify the claim against its own
systems and monitoring data.\n In the event of a conflict between Customer’s
proof and Moovweb’s data, the parties will work together in good faith to confirm
the extent of Moovweb Service unavailability and applicable amount of Service Credits</p>\n<p>\n<strong>E.\nService
Level Availability Exclusions</strong>.\n The Service Level Commitment does
not apply to any unavailability, suspension or termination of the Moovweb Service
attributable to, resulting from, or caused by: (i) authorized suspensions or terminations
of the Moovweb Service under the Agreement (e.g.\ndue to a breach of the Customer
or as otherwise prohibited).\n(ii) factors outside of the reasonable control of
Moovweb, including any <em>\n<em>force majeure</em>\n</em> event or Internet access
or related problems beyond the demarcation point of Moovweb.\n(iii) any actions
or inactions of Customer or any third party acting on behalf of Customer not under
Moovweb’s control.\n(iv) denial of service attacks, mail flooding, or other attacks
or disruptions directed towards Moovweb’s and/or Customer’s networks or servers.\n(v)
any failure of Customer’s websites, hardware, equipment, software or other technology
under the control of Customer other than Moovweb Technology.\n(vi) the Customer
Website or other non-Moovweb equipment, software or technology (other than third
party equipment within Moovweb’s direct control).\n(vii) any changes to Customer-implemented
Projects deployed by Customer or any third party acting on behalf of Customer.\nor
(viii) Scheduled Maintenance by Moovweb.</p>\n<p>\n<strong>F.\nScheduled and Unscheduled
Maintenance</strong>\n</p>\n<p>i.\nMoovweb performs system maintenance on the Moovweb
Service on a regular basis to ensure the high quality of the Moovweb Service and
Moovweb will use commercially reasonable efforts to perform all maintenance during
its pre-scheduled maintenance windows (“<strong>Scheduled Maintenance</strong>”).\n Moovweb
will undertake to provide advance notice of Scheduled Maintenance through email,
or as otherwise provided by Moovweb in its discretion.</p>\n<p>ii.\nUnder certain
conditions, Moovweb may need to perform urgent or emergency preventative maintenance
(“<strong>Unscheduled Maintenance</strong>”), such as installing security patches.\n Moovweb
may not be able to provide Customer advance notice in cases of Unscheduled Maintenance.</p>\n<p>\n<strong>Exhibit
B</strong>\n</p>\n<p>\n<strong>CUSTOMER SUPPORT</strong>\n<strong>POLICY</strong>\n</p>\n<p>This
Moovweb Customer Support Policy describes the policies and procedures under which
Moovweb provides support services (“<strong>Support Services</strong>”) to its customers.\n Support
Services are provided pursuant to the Platform Subscription Agreement between Moovweb
and Customer (“<strong>Subscription Agreement</strong>”) and are subject to such
Subscription Agreement and this policy.\n Support Services are provided for
the Subscription Term and at the support level(s) specified in the applicable Order
Form.\n Capitalized terms not otherwise defined in this policy have the meanings
given in the Subscription Agreement.</p>\n<p>Moovweb shall provide support to Customer
for technical issues with the Moovweb Service described in Section 5 below (“<strong>Production
Support</strong>”) for no additional fee.\nhowever, response times and channels
vary based on the Moovweb Service subscription package or tier specified on the
applicable Order Form, as set forth in Section 6 below.\n Moovweb shall provide
Customer developer support services described in Sections 8 and 9 below (“<strong>Developer
Support</strong>”) in accordance with the level of Developer Support specified in
the applicable Order Form.\n .\n</p>\n<ol>\n<li>\n<strong>Customer’s Front Line
Support of End Users<em>\n<em>.</em>\n</em> Customer, at its own expense, undertakes
all front line responsibility for the technical support of all End Users.\n Accordingly,
with respect to ongoing technical support, End Users will receive direct technical
support from Customer and not from Moovweb and Moovweb will defer all such End User
inquiries regarding the Project to the Customer.</strong>\n</li>\n<li>Moovweb’s
Tier Two Support of Customer.\nIf Customer cannot, after diligent good faith effort,
resolve a support issue regarding the Project, Customer may escalate the issue to
Moovweb in accordance with the technical support guidelines below.\nMoovweb has
no obligation to provide support to Customer for issues arising out of any Customer
Website.\nSupport Services constitute technical issues with the Moovweb Service
itself, such as, for example purposes only, errors, bugs, malfunctions, and network
connectivity defects, which do not constitute Professional Services under the Agreement.</li>\n<li>Third-Party
Devices and Software.\nFor any third-party devices and software specified in the
applicable Order Form or SOW, Moovweb supports the Projects on the versions of such
third-party devices and software that the applicable third party has publicly announced
it supports.\nIf such third party stops supporting a particular device or software,
then Moovweb will no longer support the Projects on that device or software.</li>\n<li>Submission
of Support Requests.\nPrior to making a support request (a “Request”) to Moovweb,
Customer shall use reasonable efforts to investigate and address a support issue
(each and collectively, a “Defect”) without escalation to Moovweb.\nThereafter,
if Customer is unable to remedy the Defect, Customer may telephone Moovweb at 1-877-
moovwe (877-666-8932) extension 9 for assistance, but must, in any case, submit
a written Request to Moovweb for technical support through the online help center
accessible at https://moovweb.atlassian.net or such other URL as Moovweb may provide.</li>\n</ol>\n<p>a.\nWhen
making a Request, Customer shall provide requested diagnostic information including
but not limited to: (i) describing the problem, the configuration, and Customer’s
network.\n(ii) providing relevant data.\nand (iii) communicating further via email
or telephone to answer questions and assist Moovweb support personnel as appropriate.</p>\n<p>b.\nDetails
regarding the process for handling Requests are available on Moovweb’s website https://moovweb.atlassian.net
or such other URL as Moovweb may provide.\n </p>\n<p>\n<strong>5.\nProduction
Support Issue Tiers.\n Along with the Request, Customer shall indicate the
characterization of the Request according to the criteria below.\n If Moovweb
believes in Moovweb’s discretion that a different characterization of the Request
is more accurate, Moovweb shall update the characterization of the Request and notify
Customer of such re-characterization and provide Support Services as set forth below.\n .\n </strong>\n</p>\n<p>\n<strong>6.\nLevels
of Production Support.\n(based on Moovweb Service subscription package)</strong>\n</p>\n<p>\n<strong>7.\nHours
of Availability.\n For these purposes, “Business Day” means any day other than
a Saturday, Sunday or Qualified Holidays and “Business Hours” means 9:00 a.m.\nto
6:00 p.m.\nPST (Pacific Standard Time).\n “Qualified Holidays” are: New Year’s
Day.\nMartin Luther King, Jr.\nDay.\nMemorial Day.\nIndependence Day.\nLabor Day.\nThanksgiving
Day.\nFriday after Thanksgiving.\nChristmas Eve.\nChristmas Day.\nand New Year’s
Eve.\n</strong>\n</p>\n<p>8.\nDeveloper Support Types.</p>\n<p>\n<strong>a.\nDocumentation:
</strong>Documentation includes access to all of Moovweb’s installation guides,
user guides and getting started guides which Moovweb makes generally available to
users of the Moovweb Service.\n These are made generally available to all users
of the Moovweb Service 24x7, even if they do not have an account on the Control
Center.</p>\n<p>\n<strong>b.\nTutorials and Sample Code:</strong> Moovweb provides
a range of step by step tutorials, sample code and starter projects for beginner
to advanced developers.\nA basic set of tutorials and samples are made generally
available to anyone 24x7 with a Control Center account.\n Over time Moovweb
may introduce some premium tutorials, samples and starter projects that are only
available to enterprise customers.</p>\n<p>\n<strong>c.\nWeekly “Office” Hours:
</strong> Moovweb will host a weekly virtual office hour using a chat room or webex
type session where developers, regardless of Moovweb account type, can ask questions
of experts.\n Sample topics that will be covered include Tritium or JavaScript
(“<strong>Transformation Scripts</strong>”), how best to structure projects/code,
minimal troubleshooting issues with code, and installation issues of developer tools.\n Moovweb
experts will not write code nor review/diagnose full projects and Transformation
Scripts.</p>\n<p>\n<strong>d.\nEnterprise Developer Support: </strong> Enterprise
developer support is an add-on offering available to Moovweb enterprise customers
for a monthly subscription.\n It includes a mandatory initial kick-start training
and a monthly allocation of incidents for ongoing developer support.\n Any
developers who will utilize the monthly hours must participate in virtual classroom
basic training.\n Support will cover Transformation Scripts, how best to structure
projects/code, troubleshooting issues with code, and issues with developer tools.</p>\n<p>This
support assumes developers have a working knowledge of HTML, CSS and JavaScript
and Moovweb will not cover supporting those languages.\n While Moovweb experts
may write snippets of code to help illustrate a concept or to correct a narrow issue
with code, Moovweb experts will not wholesale write a Transformation Script except
as provided as part of Professional Services.\n If a customer is in need of
help writing their projects, Professional Services are available.\n To engage
with Professional Services, a customer can directly contact their named account
manager (or sales rep) or call 877-666-8932.</p>\n<p>\n<strong>9.\nLevels of Developer
Support.</strong>\n</p>\n<p>\n<strong>10.\nDisclaimers.\n Customer acknowledges
and agrees that the Moovweb Service provided by Moovweb hereunder is not perfect
or error-free.\n The customer also acknowledges that, despite Moovweb’s commercially
reasonable efforts, Moovweb may not be able to provide answers to or resolve some
or all Requests.\nMoovweb makes no promises, guarantees or assurances of any kind
that it will be able to resolve all of Customer’s Requests.\n Further, Customer
acknowledges that Production Support is only with respect to technical issues with
the Moovweb Service itself and is not a commitment to provide any support or other
Services with respect to Customer’s implementation of a Project.\n These support
guidelines may be updated by Moovweb from time to time.</strong>\n</p>\n<p>\n<strong>Exhibit
C</strong>\n</p>\n<p>\n<strong>SECURITY AND DISASTER RECOVERY</strong>\n</p>\n<p>\n<strong>A.\nMoovweb
Secure Logging</strong>.\n The Moovweb Service is designed to support all types
of secure transactions without storing any End User data as described below.\nThe
Moovweb Service stores no End User sensitive information (e.g., credit card and
other personal information).\nThe Moovweb Service also does not store or record
End User cookies.</p>\n<p>\n<strong>B.\nSecure Transaction Support</strong>.\nSecure
Transaction Support is intended to enable Projects to transmit sensitive data to
and from End Users using cryptographic protocols that provide communication security
over the Internet.\nWhen designated in the Order Form, Moovweb will provide Secure
Transaction Support for all identified secure domains in accordance with Payment
Card Industry Data Security Standard (PCI-DSS) compliance standards.</p>\n<p>\n<strong>C.\nPCI
Compliance</strong>.\n Moovweb maintains PCI-DSS Level 1 compliance by undergoing
annual audits from approved Visa and MasterCard auditors.\n Moovweb shall provide
Customer a copy of the executed Attestation of Compliance (AOC) within a reasonable
period after written request.\n </p>\n<p>\n<strong>D.\nData Security</strong>.</p>\n<p>i.\nMoovweb
shall maintain software, hardware, systems, personnel and other resources designed
to ascertain whether a penetration attempt is being made against any part of the
network, server or other infrastructure / application or facilities used by Moovweb
to process or transport Collected Information.\n Moovweb will inform Customer
promptly upon verification of a security breach.\n Customer acknowledges that
Moovweb cannot guarantee that unauthorized third parties will never be able to defeat
the security measures described in this Exhibit and the Agreement.</p>\n<p>ii.\nMoovweb
shall conduct periodic security audits of its information systems including, but
not limited to, network penetration tests and vulnerability scans.</p>\n<p>iii.\nMoovweb
shall encrypt using industry-standard strong encryption methods (based upon SSL
certificates provided by Customer) Collected Information (to the extent encrypted
by Customer) while in-transit from a Project to the Moovweb Cloud and from the Moovweb
Cloud to the Customer Website.</p>\n<p>iv.\nMoovweb shall establish and maintain
least privileged based access controls for all Collected Information.\n Access
controls include, but are not limited to, account provisioning / de-provisioning,
authentication, authorization and accountability controls.</p>\n<p>v.\nNotwithstanding
anything to the contrary in this Exhibit or the Agreement, Customer acknowledges
that the Moovweb Service will inherit and utilize in all cases the level of security
and privacy established by the Customer Website for the transmission and protection
of data and Customer agrees that Moovweb shall have no liability for any breach
of security or privacy resulting from vulnerabilities inherent in the particular
level of security or privacy utilized by the Customer Website.</p>\n<p>\n<strong>E.\nDisaster
Recovery / Business Continuity</strong>.\n Moovweb (a) has implemented business
continuity and disaster recovery plans (hereafter referred to as the “<strong>Plan</strong>”)
for the recovery of Moovweb business processes and systems and associated data,
(b) will deliver a documented copy of such Plan to Customer within a reasonable
period upon request, (c) will periodically update and test the operability of such
Plan at least once during every twelve (12) month period, and (d) will implement
the Plan upon the occurrence of a disaster.\n The Plan may be modified by Moovweb
from time to time to reflect process improvements or changing practices (but the
modifications will not materially decrease Moovweb’s obligations as compared to
those set forth in the Plan as of the Effective Date).</p>\n<p>\n<strong>Exhibit
D</strong>\n</p>\n<p>\n<strong>INSURANCE</strong>\n</p>\n<p>\n<strong>A.\nCoverages</strong>.\n Moovweb
will provide, pay for and maintain in full force and effect the following minimum
insurance coverage:</p>\n<ol>\n<li>Commercial General Liability Insurance with limits
of not less than One Million Dollars (USD$1,000,000) per occurrence and Two Million
Dollars (USD$2,000,000) in the aggregate for bodily injury, personal injury and
property damage.\nCoverages include the following: products and completed operations,
personal and advertising injury.</li>\n<li>Professional Liability / Errors and Omissions
with limits of not less than Five Million Dollars (USD$5,000,000) each claim and
in the aggregate for claims resulting from errors and omissions arising out of the
performance of the Services under the Agreement.\n Coverages include the following:
cyber liability, privacy liability.\n </li>\n<li>Workers’ Compensation Insurance
in compliance with applicable statutory limits and Employers’ Liability Insurance
with limits of not less than One Million Dollars (USD$1,000,000) per accident, One
Million Dollars (USD$1,000,000) per employee by disease and One Million Dollars
(USD$1,000,0000) aggregate by disease.\n </li>\n<li>Commercial Automobile Liability
Insurance with limits of not less than One Million Dollars (USD$1,000,000) per accident
for bodily injury and property damage liability for non-owned and hired motor vehicles.\n </li>\n<li>Umbrella/Excess
Liability Insurance with limits of not less than Four Million Dollars (USD$4,000,000)
per occurrence and in the aggregate in excess of General Liability, Automobile Liability
and Workers Compensation Insurance.\n </li>\n</ol>\n<p>The amount of insurance
to be carried by Moovweb beyond the minimums set forth in this Exhibit is to be
determined in Moovweb’s discretion.</p>\n<p>\n<strong>B.\nEvidence of Insurance.\nChanges.\n </strong>Upon
Customer’s written request, Moovweb will furnish to Customer true and correct copies
of the certificates of insurance maintained in compliance with this Exhibit as evidence
that these policies are in full force and effect.\n Moovweb will provide notice
to Customer of a material reduction in the coverages listed above within thirty
(30) days of the effective date of such reduction.\n </p>\n<p>\n<strong>C.\nInsurance
Companies.\n </strong>All insurance will be written through responsible insurance
companies having an A.M.\nBest’s rating of at least A VII or the reasonable equivalent
by another reputable rating agency.</p>\n<p>\n<strong>D.\nNon-Limitation of Insurance.\n </strong>All
liability insurance maintained by Moovweb pursuant to this Exhibit will include
the condition that it is primary.\n Any insurance maintained by Customer or
any additional insured is excess and non-contributory.\nThe required coverages referred
to in this Exhibit will in no way affect, nor are they intended as a limitation
of, Moovweb’s liability with respect to the performance of its obligations to Customer
under the Agreement.</p>\n<p>\n<strong>Exhibit E</strong>\n</p>\n<p>\n<strong>TERMS
FOR PURCHASES BY A CUSTOMER THROUGH A RESELLER</strong>\n</p>\n<p>Notwithstanding
anything to the contrary in this Agreement, the terms of this Exhibit E apply to
any purchase of Services by Customer through a Reseller and prevail in event of
any conflict with the terms of the main body of this Agreement.</p>\n<ol>\n<li>The
terms of this Agreement (including this Exhibit E) constitute the only terms applicable
to Moovweb’s provision of the Services to Customer and no terms between Customer
and Reseller shall apply to Moovweb’s provision of the Services hereunder.</li>\n<li>Reseller
has no authority to make any statements, representations, warranties or commitments
on Moovweb’s behalf and any such statements, representations, warranties or commitments
are null and void.\n </li>\n<li>Customer may place orders for the Services
by executing an order form with Reseller (“<strong>Reseller Order Form</strong>”)
and paying Reseller fees as specified therein.\n Customer’s use of the Services
shall be subject to any scope of use specifications, usage limits and metrics for
a Project specified in an applicable Reseller Order Form.</li>\n<li>In the event
Customer is entitled to a refund or a Service Credit under this Agreement, Customer
must request such refund or Service Credit through Reseller.\n Any request
sent directly to Moovweb may be redirected to Reseller.\n Moovweb shall refund
any applicable fees or pay any Service Credits to Reseller and Reseller shall be
solely responsible for refunding such fees or paying such amounts to Customer.\n Moovweb
shall have no further liability to Customer in the event Reseller fails to refund
such fees or pay such amounts to Customer.</li>\n<li>If Reseller fails to pay Moovweb
applicable fees under a Reseller Order Form, Moovweb reserves the right to suspend
provision of the Services in accordance with Section 8.3 (Suspension of Service).</li>\n<li>Customer
may purchase renewal subscriptions or other Services under this Agreement directly
from Moovweb pursuant to an Order Form and SOW (if applicable).\n The second
sentence of Section 8.1 (Term and Renewals) regarding automatic renewal shall not
apply.</li>\n<li>Customer shall receive Support Services directly from Moovweb during
the applicable Subscription Term in accordance with the terms of this Agreement,
except that no Moovweb named account manager shall be assigned to Customer.\n Except
as expressly set forth in this Exhibit E, Customer shall contact Reseller in event
of any issues or inquiries with respect to the Services.\n </li>\n<li>If Reseller
is providing Customer with consulting or other professional services related to
Customer’s Project or the Moovweb Service, such services shall be provided under
the terms of a separate agreement between Reseller and Customer.\n For clarity,
the provisions regarding Professional Services in this Agreement apply solely to
services provided by Moovweb.</li>\n<li>This Agreement shall survive any termination
of Customer’s agreement with Reseller so long as Moovweb has received payment for
Customer’s current Subscription Term.</li>\n</ol> "
updated_at:
- 2019-07-20 23:30:04.313597851 Z
- 2019-07-20 23:30:11.859201942 Z