Legal

Last modified: November 7th, 2019

Previous version: June 28th, 2019

At Mover Inc. (“Mover”), we are committed to the integrity of your data every step of the way. Below, we have included our Terms of Use (including the Acceptable Use Policy), Privacy Policy, and information on our Security practices. We have also included our Master Services Agreement, for eligible customers.

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

Terms of Use

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

1. Services

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

  2. Facilities and Data Processing Mover will use, at a minimum, industry standard technical and organizational security measures to transfer, store, and process any data, information, content, records, or files that Customer (or any of its End Users) loads, receives through, transmits to, or enters into the Services, including any personal data (“Customer Data”). These measures are designed to protect the integrity of Customer Data and guard against the unauthorized or unlawful access to, use, and processing of Customer Data. Customer agrees that Mover may transfer, store, and process Customer Data in locations other than Customer’s country.

  3. Modifications to the Services Mover may update the Services from time to time. If Mover changes the Services in a manner that materially reduces their functionality, Mover will inform Customer via the email address associated with Customer's account.

  4. Software Some Services allow Customer to download the Software, which may update automatically. Customer may use the Software only to access the Services. If any component of the Software is offered under an open source license that Mover is required to disclosure pursuant to such license, Mover will make the license available to Customer and the provisions of that license may expressly override some of the terms of these TOU.

2. Customer Obligations

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

  2. Customer Administration of the Services Customer may specify End Users as "Administrators". Administrators may have the ability to access, disclose, restrict or remove Customer Data in or from Services accounts. Administrators may also have the ability to monitor, restrict, or terminate access to Services accounts. Mover’s responsibilities do not extend to the internal management or administration of the Services. Customer is responsible for: (i) maintaining the confidentiality of passwords and Services accounts (including Administrator accounts); (ii) managing access to Services accounts (including Administrator accounts); and (iii) ensuring that End Users’ (including Administrators) use of the Services complies with these TOU and other applicable agreements with Mover.

  3. Unauthorized Use & Access Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. By using the Services, you represent that you have reached the age of “majority” where you live. The Services are not intended for End Users under the age of 13. Customer will ensure that it does not allow any person under the age of 13 to use the Services. Customer will promptly notify Mover of any unauthorized use of or access to the Services.

  4. Restricted Uses Customer will not, and will not permit any person to: (i) sell, resell, or lease the Services unless a formal contract exists between Mover and the Customer with the express permission to do so (e.g., a Reseller Agreement); (ii) use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury; or (iii) reverse engineer the Services, nor attempt nor assist anyone else to do so, unless this restriction is prohibited by applicable law.

  5. Usage Reporting Due to technical limitations in Mover, technical limitations in third-party services (such as APIs), and general data reporting limitations in the third-party services Mover connects to, Customer is solely responsible for researching and reconciliating data amounts in source and destination before, during, and after use of the Services. Mover's internal usage reporting and activity logs will be considered the principal source of truth if differences between third-party reporting and Mover usage reporting are found.

  6. Third Party Requests
    a) “Third Party Request” means a request from a third party for records relating to an End User’s use of the Services, including information in or from an End User or Customer’s Services account. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users permitting a disclosure.

    b) Customer is responsible for responding to Third Party Requests via its own access to information procedures. Customer will seek to obtain information required to respond to Third Party Requests and will contact Mover only if it cannot obtain such information despite diligent efforts.

    c) Mover will make commercially reasonable efforts, to the extent not prohibited by applicable law, to: (A) promptly notify Customer of Mover’s receipt of a Third Party Request; (B) comply with Customer’s commercially reasonable requests regarding Customer’s efforts to oppose a Third Party Request; and (C) provide Customer with information or tools required for Customer to respond to the Third Party Request (if Customer is otherwise unable to obtain the information). If Customer fails to promptly respond to any Third Party Request, then Mover may respond to such Third Party Request, but will not be obligated to do so.

  7. Acceptable Use Policy

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

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

    Any access or use of the Services by Customer or its End Users in violation of this Section 2.7 will be considered a material breach of these TOU, especially if it infringes upon the legal rights, safety, or privacy of others. Mover reserves the right to enforce and adjudicate this policy. If at any time you or any of your End Users believes this policy has been violated by any person, you will immediately provide Mover with written notice of such violation.

3. Third-Party Services

If Customer uses any third-party service (e.g., a service that uses a Mover API) with the Services: (1) Mover will not be responsible for any act or omission of the third party, including the third party’s access to or use of Customer Data; and (2) Mover does not warrant or support any products or service provided by the third party.

4. Suspensions

  1. Of End User Accounts by Mover If an End User: (i) violates these TOU; or (ii) uses the Services in a manner that Mover reasonably believes will cause it liability, then, in each case, Mover may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then Mover may do so.

  2. Security Emergencies Notwithstanding anything in these TOU, if there is a Security Emergency then Mover may automatically suspend Customer’s use of or access to the Services. Mover will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. “Security Emergency” means: (i) use or suspected use of the Services that disrupts, or could disrupt, the security or functionality of the Services, other customers’ use of the Services, or the infrastructure used to provide the Services; or (ii) any unauthorized or suspected unauthorized third-party access to the Services.

5. Intellectual Property Rights

  1. Reservation of Rights Except as expressly set forth herein, these TOU do not grant: (i) Mover any Intellectual Property Rights in Customer Data; or (ii) Customer any Intellectual Property Rights in the Services or Mover’s trademarks and brand features. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.

  2. Limited Permission Customer grants Mover only the limited rights to Customer Data that are reasonably necessary for Mover to offer the Services and perform its obligations under these TOU (e.g., hosting Customer Data). This permission also extends to trusted third parties Mover works with to offer the Services (e.g., payment providers used to process payment of Fees). Mover will not sell Customer Data to any third party.

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

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

6. Fees & Payment

  1. Billing Certain Customers may opt to add paid features to your account (turning your account into a “Paid Account”). If you have a Paid Account, Mover will automatically bill you from the date you convert to a Paid Account and on each periodic renewal until cancellation. Additional Fees may be assessed and charged based on usage of the Services. Customer is responsible for providing complete and accurate billing and contact information to Mover.

  2. Fees To the extent applicable, Customer will pay, and authorizes Mover to charge Customer’s selected payment method, all applicable fees (if any) billed in connection with Customer’s Paid Account (“Fees”). Mover may suspend or terminate the Services if any portion of the Fees are past due.

  3. Taxes Customer is responsible for and will pay all taxes or similar charges on the transactions contemplated by these TOU. Mover will only charge Customer for such taxes when legally required to do so.

  4. Purchase Orders If Customer requires the use of a purchase order or purchase order number, Customer: (i) must provide the purchase order number at the time of purchase; and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to these TOU and are null and void.

  5. No Refunds Customer may elect to cancel their payment plan or Paid Account at any time, at which time outstanding Fees may be assessed and will be payable by Customer. All Fees are non-refundable, except as required by applicable law.

  6. Downgrades Your Paid Account will remain in effect until it’s cancelled or terminated in accordance with these TOU. If you don’t pay for your Paid Account on time, Mover reserves the right to suspend it or reduce your account to the free level such that it is no longer a Paid Account.

7. Term & Termination

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

  2. Termination for Breach Either Mover or Customer may terminate these TOU if: (i) the other party is in material breach of these TOU and fails to cure that breach within 30 days after receipt of written notice; or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

  3. Termination for Convenience Mover may terminate these TOU at any time for convenience upon 30 days notice to Customer.

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

8. Defense of Third Party Claims

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

  2. By Mover Mover will defend Customer against any claims made by an unaffiliated third party arising from or in connection with an allegation that any Service made available by Mover to the Customer for a Fee infringes or misappropriates Intellectual Property Rights of the third party. Mover will pay the amount of any resulting adverse final judgment (or settlement to which Mover consents). This Section 8.2 provides Customer’s exclusive remedy for these claims. In no event will Mover have any obligations or liability under this Section 8.2 arising from: (i) access or use of the Services in a modified form not authorized by Mover or in combination with materials not furnished or authorized by Mover; (ii) use of the Services in a manner not permitted by or in breach of these TOU; or (iii) any Customer Data or any other content, information, or data provided by Customer, End Users, or other third parties.

  3. Possible Infringement If Mover believes the Services infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then for Services made available for a Fee, Mover may, at its option and in its sole discretion: (i) obtain the right for Customer, at Mover’s expense, to continue using the Services; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Services so that they are no longer infringing. For all free Services, and if Mover does not believe the options described in this Section 8.3 are commercially reasonable for paid Services, then Mover may suspend or terminate Customer’s use of or access to the affected Services (with a pro-rata refund of prepaid Fees (if any) for the infringing Services).

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

9. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. MOVER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM CUSTOMER’S USE OF THE SERVICES. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY SERVICES THAT CONNECTS TO MOVER OR ANY LICENSED THIRD PARTY TECHNOLOGY IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY STATED IN THESE TOU, NEITHER CUSTOMER NOR MOVER AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR USE, COMPATIBILITY, TITLE, NON-INFRINGEMENT, COMPLETENESS, ACCURACY, QUALITY, INTEGRATION, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CUSTOMER IS RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY CUSTOMER DATA STORED BY MOVER IN CONNECTION WITH THE SERVICES.

10. Limitation of Liability

  1. Limitation on Indirect Liability TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR MOVER OR CUSTOMER’S OBLIGATIONS IN SECTION 8 ABOVE, NEITHER CUSTOMER NOR MOVER AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THESE TOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), FOR: (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE, WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  2. Limitation on Amount of Liability TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MOVER’S AGGREGATE LIABILITY UNDER THESE TOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), WILL NOT EXCEED THE LESSER OF: (I) $1,000; AND (II) THE AMOUNT OF FEES (IF ANY) PAID BY CUSTOMER TO MOVER HEREUNDER IN CONNECTION WITH A PAID ACCOUNT DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

11. Disputes

  1. Informal Resolution Mover wants to address your concerns without resorting to a formal legal case. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in Section 12 (Miscellaneous). If a dispute is not resolved within 30 days of such notice, Customer or Mover may bring a formal proceeding in accordance with this Section 11.

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

  3. Exception to Agreement to Arbitrate Either party may bring a lawsuit in the federal or state courts of Seattle, Washington solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and Mover consent to venue and personal jurisdiction there.

  4. No Class Actions Customer may only resolve disputes with Mover on an individual basis and will not bring a claim in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

12. Miscellaneous

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

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

  3. Governing Law THESE TOU WILL BE GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.

  4. Severability Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of these TOU will remain in full effect.

  5. Notice Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to Mover must be sent to Mover Inc. 10355 Jasper Avenue NW #205, Edmonton, AB, Canada, T5J 1Y6, ATTN: Legal.

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

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

  8. No Agency Mover and Customer are not legal partners or agents, but are independent contractors.

  9. Force Majeure Except for payment obligations, neither Mover nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).

  10. No Third-Party Beneficiaries There are no third-party beneficiaries to these TOU. Without limiting this section, a Customer’s End Users are not third-party beneficiaries to Customer’s rights under these TOU.

Privacy Policy

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

The Information We Collect and Store

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

Information You Provide

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

Files

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

Log Data

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

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

Cookies

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

How We Use Personal Data

Personal Data

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

We do not sell personal data.

Analytics

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

Information Sharing and Disclosure

Third-Party Applications

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

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

We may disclose Files and information about you that we collect to third parties when we have a good faith belief that disclosure is reasonably necessary to: (i) comply with a law, regulation or compulsory legal request; (ii) protect the safety of any person from death or serious bodily injury; (iii) prevent fraud or abuse of Mover or its users; or (iv) to protect Mover's Intellectual Property Rights (as defined below) or other proprietary rights. If we provide your Files to a law enforcement agency as set forth above, we will remove Mover's encryption from the Files before providing them to law enforcement. However, Mover will not be able to decrypt any Files that you encrypted prior to storing them on Mover. Personal data may be stored or processed in the United States or other jurisdictions where we or our service providers are located. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.

Business Transfers

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

Non-Private or Non-Personal Information

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

Accessing, Changing or Deleting Your Information

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

Data Retention

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

Security

The security of your information is important to us.

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

Our Policy Toward Children

Our Services are not directed to persons under 13. We do not knowingly collect personally identifiable information from children under 13. If parents or guardians become aware that his or her child has provided us with personal data without their consent, they should contact us at legal@mover.io.

If we become aware that a child under 13 has provided us with personal data, we will take steps to delete such information from our files.

Google Scopes

  1. https://www.googleapis.com/auth/drive - View and manage the files in your Google Drive.
  2. Mover Uses this scope to list and create folders, and download and upload files. We only use this data to facilitate migrations into and out of Google, and we never keep any information.

  3. https://www.googleapis.com/auth/admin.directory.group - View and manage the provisioning of groups on your domain.
  4. Mover uses this scope to list and create groups when needed for permissions. We only use this data to facilitate migrations into and out of Google, and we never keep any information.

  5. https://www.googleapis.com/auth/admin.directory.user.readonly - View users on your domain.
  6. Mover uses this scope to get a listing of all users when preparing a migration. We only use this data to facilitate migrations into and out of Google, and we never keep any information.

  7. https://www.googleapis.com/auth/admin.reports.usage.readonly - View usage reports for your G Suite domain.
  8. Mover users the usage report to get a total count of users on the domain. We only use this data to facilitate migrations into and out of Google, and we never keep any information.

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

Contacting Us

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

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

Changes to Our Privacy Policy

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

Security

We provide this overview so that you can better understand the security measures we've put in place to protect the information that you transmit using the Mover client software and services (“Services”).

Secure Storage & Transfers

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

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

You can find more information about:

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

Your Data is Not Retained by Mover

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

Access

We work hard to protect your information from unauthorized access.

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

On rare occasions, Mover employees may further access your connections and files solely to fix bugs or troubleshoot problems that have been identified.

Compliance With Laws and Law Enforcement

As set forth in our Privacy Policy, Mover complies with applicable law and valid legal process (including lawful requests from law enforcement and government agencies), which may require Mover to provide the contents of files we currently possess. In these cases, Mover will remove Mover's encryption from the files before providing them to law enforcement. Because we do not retain any files after their transmission, it is unlikely that we will have any of your personal data on hand if such a legal request occurs.

How to Add Your Own Layer of Encryption to Mover

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

Where Do I Report Security Concerns?

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

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

Security in Depth

Summary

This Security in Depth section provides a more detailed overview of Mover’s security infrastructure and how that infrastructure fits into customers’ implementation plans.

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

Security in Four Primary Areas

Security for us comes in four primary areas:

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

1. Authorization of service

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

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

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

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

2. Storage of user authorization information

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

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

3. Security of infrastructure

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

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

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

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

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

4. User data as it flows through us

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

No Encryption TLS SSH
  • FTP
  • Amazon S3
  • Amazon WorkDocs
  • Azure Blob Storage
  • Box
  • Dropbox
  • Egnyte
  • FTPS
  • Google Drive
  • Mover Agent
  • Office 365
  • OneDrive
  • SharePoint
  • WebDAV
  • SFTP

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

Architecture Overview Diagram

Mover Architecture Overview Diagram

Master Services Agreement

1. Agreement Structure

This Master Services Agreement (“MSA”) is between Mover Inc. (“Mover”) and the customer referenced in the applicable SOW (“Client”, and collectively with Mover, the “Parties” and each a “Party”). Each statement of work (“SOW”) executed by the Parties under this MSA shall be subject to the standard terms and conditions of this MSA set out below and any additional terms and conditions set forth in any addendum applicable to such SOW, if any (each, an “Addendum”). When fully executed by authorized signatories of the Parties, each SOW shall incorporate this MSA by reference and shall form a part of this MSA. The provisions of the various MSA documents shall, to the extent possible, be interpreted so as to supplement each other and avoid any conflict between them.

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

2. Statement of Work

Each SOW shall include, at minimum, the following terms: (i) a description of the services to be performed (including deliverables, if any) (“Services”); (ii) the place of performance; (iii) the performance and delivery schedule; (iv) the Fees (as defined below) (if any), including rates; and (v) any additional terms and conditions as may be mutually agreed to by the Parties. Client or Mover may request changes in the SOW. Upon agreement between the Parties as to the change and associated Fees (if any), Mover shall initiate a change order to the applicable SOW.

3. Acceptance

Unless otherwise set forth in a SOW, all services and deliverables under a SOW shall be subject to inspection and acceptance by Client within 10 business days of delivery by Mover. Any inspection by Client shall be performed in such a manner as not to unduly delay the Services or Mover’s performance of its obligations under the applicable SOW. If Mover does not receive either written acceptance or written notice of noncompliance from Client within such 10 business days, acceptance shall be deemed given. Mover shall have 10 business days to correct the reported noncompliance and to resubmit the item to Client for acceptance.

4. Payment

    4.1 Fixed Price

    Client shall pay Mover the fees (if any) set out in the applicable SOW (“Fees”). To the extent any Fees are payable by Client in an applicable SOW, such Fees will be based on a fixed Fee arrangement (“Fixed Price SOW”), unless otherwise stated in the SOW. Client shall pay for such Fees in accordance with the fixed price (or contingency, if applicable) set forth in the applicable SOW.

    4.2 Payment Terms

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

5. Termination

This MSA shall commence as the effective date of the first SOW entered into by the Parties (“Effective Date”) and shall continue until terminated in accordance with the provisions of this MSA.

    5.1 Termination for Material Breach

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

    5.2 Termination for Convenience

    Unless otherwise set forth in an applicable SOW, either Party may terminate this MSA or a SOW for convenience upon written notice of not less than thirty (30) days prior to the intended date of termination. In the event this MSA terminates prior to the expiration or termination of any SOWs, the terms and conditions of this MSA will continue governing such SOWs.

    5.4 Effects of Termination

    Upon expiration or termination of this MSA or an applicable SOW, Client shall pay Mover the Fees (if any) in full for all Services delivered up to the effective date of termination, and as further set forth in this Section 5.4. For any Fixed Fee SOW, Client acknowledges that such SOW is based on a minimum term. If the SOW is for a fixed Fee and the MSA or any SOW is terminated due to Client’s breach thereof, Client shall pay Mover the full amount of any outstanding fixed Fee under the applicable SOW.

    5.5 Return of Documents

    Upon expiration or termination of this MSA or an applicable SOW, unless otherwise required by applicable law, Mover shall return to Client all of Client’s Confidential Information for which Client has not granted to Mover a separate, specific license for continued use, and Client shall return to Mover all Mover’s Confidential Information for which Mover has not granted to Client a separate, specific license for continued use.

    5.6 Survival

    The expiration or termination of this MSA shall not relieve either Party of any obligations or liabilities accrued prior to the termination date. Sections 8 (Confidential and Proprietary Information), 9 (Intellectual Property), 11 (Non-Solicitation of Personnel), 12 (Limitation of Liability), 13 (Defense of Claims), 14 (Disclaimers) and 15 (General Provision) shall survive the expiration or termination of this MSA.

6. Taxes

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

7. Retainers and Invoices

Non-Refundable retainers may be required by Mover and will be explicitly stated by the SOW (“Retainer”). The Retainer is to be paid in an amount and on the date stated in the applicable SOW. For SOWs with Fees that are payable on a time and materials basis, Mover shall submit invoices semi-monthly (on the first and fifteenth of each month) for Services rendered during the preceding period, unless otherwise stated in the SOW. For Fixed Price SOWs, Mover shall submit invoices in accordance with the payment schedule contained in the SOW.

8. Confidential and Proprietary Information

    8.1 Confidential Information

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

    8.2 Non-Disclosure

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

9. Intellectual Property

    9.1 Work Proceeds

    Except for Mover Intellectual Property (as defined below), all Services and work products delivered by Mover to Client pursuant to this MSA, including but not limited to, computer programs, inventions, material able to be patented, trademarked or copyrighted, reports, documentation, designs, flow charts, and drawings, and any manifestations thereof (“Work Proceeds”), shall be deemed works made for hire as defined by the U.S. Copyright Act, Title 17, U.S. C. 101. Client, upon payment of all amounts owed for Work Proceeds described in the SOW, shall own all right, title and interest to said Work Proceeds, and may use such Work Proceeds for its own use with no obligation or accounting to Mover except as may be agreed to in a SOW. To the extent Mover Intellectual Property is included in the Services and work products, Mover grants Client a non-exclusive, royalty free, perpetual and worldwide license to use such Mover Intellectual Property or other licensable property for Client’s internal business purposes.

    9.2 Mover-Owned Materials and Improvements to Mover-Owned Materials

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

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

    9.3 Client Data

    Client Data will be used or otherwise processed only to provide Client the Services, including purposes compatible with providing those Services. Mover will not use or otherwise process Client Data or derive information from it for any advertising or similar commercial purposes and will not sell Client Data. As between the parties, Client retains all right, title and interest in and to Client Data. Mover acquires no rights in Client Data, other than the rights Client grants to Mover to provide the Services to Client. This paragraph does not affect Mover’s rights in software or services Mover licenses to Client.

    Mover will use, at a minimum, industry standard technical and organizational security measures to transfer, store, and process any Client Data. These measures are designed to protect the integrity of Client Data and guard against the unauthorized or unlawful access to, use, and processing of Client Data. Client agrees that Mover may transfer, store, and process Client Data in locations other than Client’s country.

10. Client Responsibilities

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

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

11. Non-solicitation of Personnel

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

In the event Client breaches this provision, Client shall be liable to Mover for an amount equal to 30 percent of the annual base compensation of the relevant Personnel in his/her new position. In addition to any other remedies available to Mover under applicable law, Mover shall be entitled to seek injunctive or other equitable relief. This provision shall not restrict the right of Client to solicit or recruit generally in the media.

12. Limitation of Liability

UNLESS OTHERWISE SET FORTH IN AN ADDENDUM OR SOW, A PARTY’S TOTAL LIABILITY AND EXCLUSIVE REMEDY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), UNDER OR RELATED TO ANY SOW UNDER THIS MSA IS LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING THE LESSER OF: (I) $1000; AND (II) THE FEES (IF ANY) PAID BY CLIENT TO MOVER UNDER SUCH SOW GIVING RISE TO SUCH CLAIM. THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS MSA ARE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE LIMIT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL A PARTY BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS OR REVENUE, OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE) OR OTHERWISE.

13. Defense of Third Party Claims

  1. By Client Client will defend Mover against any claims made by any third party (including any of Client’s end users) arising from or in connection with: (i) Client Data; and (ii) Client’s or its end users’ access or use of the Services in violation of this MSA or other applicable terms. Client must pay the amount of any resulting adverse final judgment (or settlement to which Client consents). This Section 13.1 provides Mover's exclusive remedy for these claims.

  2. By Mover Mover will defend Client against any claims made by an unaffiliated third party arising from or in connection with an allegation that any Service made available by Mover to the Client for a Fee infringes or misappropriates intellectual property rights of the third party. Mover will pay the amount of any resulting adverse final judgment (or settlement to which Mover consents). This Section 13.2 provides Client’s exclusive remedy for these claims. In no event will Mover have any obligations or liability under this Section 13.2 arising from: (i) access or use of the Services in a modified form not authorized by Mover or in combination with materials not furnished or authorized by Mover; (ii) use of the Services in a manner not permitted by or in breach of this MSA; or (iii) any Client Data or any other content, information, or data provided by Client (or its end users), or other third parties.

  3. General Each Party must promptly notify the other in writing of a claim subject to this Section 13. The party invoking its right to protection must: (i) give the other party sole control over the defense or settlement; and (ii) provide reasonable assistance in defending the claim. The party providing the protection will reimburse the other party for reasonable out of pocket expenses that it incurs in providing assistance.

14. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. MOVER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM CLIENT’S USE OF THE SERVICES. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY SERVICES THAT CONNECTS TO MOVER OR ANY LICENSED THIRD PARTY TECHNOLOGY IS STRICTLY BETWEEN CLIENT AND THE THIRD PARTY. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS MSA, NEITHER CLIENT NOR MOVER AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR USE, COMPATIBILITY, TITLE, NON-INFRINGEMENT, COMPLETENESS, ACCURACY, QUALITY, INTEGRATION, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CLIENT IS RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY OF CLIENT’S CONFIDENTIAL INFORMATION STORED BY MOVER IN CONNECTION WITH THE SERVICES.

15. General Provision

    15.1 Relationship of Parties; Independent Contractor

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

    15.2 Notices

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

    15.3 Severability

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

    15.4 No Waiver

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

    15.5 Force Majeure

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

    15.6 Governing Law and Venue

    This MSA is governed by and construed in accordance with the laws of the State of Washington, without giving effect to its principles of conflicts of law.

    15.7 Waiver of Jury Trial

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

    15.8 Attorneys Fees

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

    15.9 Compliance With Laws

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

    15.10 Assignment

    Client may not assign or transfer this MSA or any SOW or any rights or obligations under this MSA or any SOW without the written consent of Mover, which shall not be unreasonably withheld. Any other attempt to transfer or assign is void. Mover may assign this MSA or any SOW, in whole or in part, at any time without notice to Client.