Terms and Conditions

Terms and Conditions

Move Details, LLC Master Subscription Agreement

BACKGROUND INFORMATION

IMPORTANT – READ CAREFULLY: This master subscription agreement (“Agreement”) is a binding contract between Move Details LLC (“Move Details”, “we”, “us” or “our”) and Subscriber as identified in the underlying Order and governs the use of and access to the services by you, your Agents and End-Clients (as defined in Section 2.4 below).  Capitalized terms shall have the meaning set forth in this Agreement. All defined terms include both plural and singular.  

WHEN YOU CLICK “I ACCEPT” or “SETUP ACCOUNT” BUTTON DURING THE ONLINE ORDERING PROCESS, OR IF YOU SIGN THE ORDER FORM THAT REFERENCES THIS MASTER SUBSCRIPTION AGREEMENT, OR IF YOU OTHERWISE ACCESS OR USE THE SERVICES, OR AUTHORIZE OR PERMIT ANY AGENT OR END-CLIENT TO ACCESS OR USE OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT.  THIS AGREEMENT INCLUDES THE GENERAL TERMS AND CONDITIONS BELOW, ANY DOCUMENTS OR MATERIALS REFERENCED HEREIN, AND ANY ORDER(S) THAT REFERENCE THIS AGREEMENT.

If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Move Details that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Subscriber,” “You,” or “Your” herein refers to such Entity and its Affiliates.  If You do not have such authority, or if You do not agree with this Agreement, You must not use or authorize any use of the Services.  Subscriber and Move Details shall each be referred to as a “Party” and collectively referred to as the “Parties” for purposes of this Agreement.

GENERAL TERMS AND CONDITIONS

  • SERVICES.

1. Order. Subject to the terms of this Agreement, Move Details will provide Subscriber the following services: 

  • provide the annual subscription services made available to Subscriber for remote access by Subscriber and its authorized users through cloud-based portal, and any ancillary services generally provided to all Subscribers by Move Details (“Subscription Services”), as described in one or more order form in substantially similar form as Schedule A (“Order Form”);
  • deliver the customized training, consulting, customization, configuration, or other similar services (“Professional Services”), solely to the extent applicable and as specified in an Order Form or a statement of work (“SOW”); Any and all copyrightable works, products, discoveries, developments, designs, work product, deliverables, improvements, inventions, processes, techniques and know-how made, conceived, reduced to practice or learned by Move Details (either alone or jointly with Subscriber others) that result from Subscriber Services and/or Professional Services, including documentation or training materials, are collectively referred as “Deliverables.”  

For the purpose of this Agreement, Subscription Services, Professional Services, and other services (including Deliverables) provided by Move Details to Subscriber are collectively referred as “Services.”  Order Form and SOW are collectively referred as “Order(s)”.  Upon execution of an Order by the Parties, such Order will be incorporated and made a binding part of this Agreement.  Unless otherwise provided in the applicable Order, Professional Services are considered accepted upon delivery. 

  1. Additional Services. To the extent You requires Move Details to provide additional product support, onboarding support, or technical support, the Parties will negotiate in good faith and document such additional Services in writing as an amendment to this Agreement and/or the applicable Order.
  2. Extension of Rights to Affiliates. You may extend Your rights, benefits and protections provided herein to Your majority-owned or controlled affiliates or subsidiaries (“Affiliates”), provided that You remain responsible for Your and their compliance hereunder.  The term “control” or “controlled” means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
  3. Order Process.  Subscriber shall order Services by signing an Order or placing an order through our online subscription process (including by click “I Accept” button).  If Your business practices require a purchase order (“PO”) number be issued prior to payment of any our invoices issued pursuant to an Order, then such PO  number must be provided to us to include on the applicable Order.  Subscriber’s execution and return of applicable Order to Move Details without designating a PO number shall be deemed an acknowledgement that no PO number is required for payment of invoices hereunder.  Additionally, any pre-printed terms, provisions or conditions on any PO that You may provide to Move Details or use in connection with the procurement of Services are null and void and of no consequence whatsoever in interpreting the Parties’ legal rights and responsibilities in this Agreement, regardless of any failure of Move Details to object to such terms, provisions or conditions.

  • RESTRICTIONS AND RESPONSIBILITIES

  1. Use Restrictions. Unless otherwise expressly permitted by Move Details in writing as an addendum to an Order, Subscriber will not, directly or indirectly (including permit or assist its Agents, End-Clients, or other third parties), conduct any of the following: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or gain unauthorized access to the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); (ii) modify, translate, or create derivative works based on the Services, or Software (except to the extent expressly permitted by Move Details or authorized within the Services); (iii) license, sublicense, sell, resell, transfer, rent, lease, assign (except as provided in Section 8(ii)(Assignment)), distribute, disclose, or otherwise commercially exploit the Services or Software; (iv) use the Services or Software for timesharing or service bureau purposes or otherwise for the benefit of a third party (other than as contemplated under the applicable Order); (v) access the Service in order to build a similar or competitive product or service; create Internet “links” to the Service or “frame” or “mirror” any part of the Service, including any content contained in the Service, on any other server or device; (vi) transmit or store viruses, worms, Trojan horses, time bombs, back doors, or other disabling or harmful computer code, programs, or devices through the Services; (vii) remove, obscure, or modify any proprietary notices or labels in the Services or any Software; (viii) combine Services or Software with any item not authorized by Move Details; (ix) use the Services or Software to send or store infringing, obscene, explicit, threatening, abusive, defamatory, libelous, deceptive, fraudulent, or otherwise unlawful or tortious materials, images or messages, including materials harmful to children or in violation of third party’s privacy rights; or (x) use the Services or Software to impersonate any individuals or entities (including Move Details), or solicit information from any Users or third parties in furtherance of identity theft or other unlawful purposes.   
  2. Subscriber agrees that Subscriber will use the Services only in accordance with Move Details’ written materials relating to the use of the Services then in effect (the “Documentation”) and all applicable laws and regulations.  Although Move Details has no obligation to monitor Subscriber’s use of the Services, Move Details may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
  3. Subscriber shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Subscriber shall also be responsible for maintaining the security of the Equipment, Subscriber account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Subscriber account or the Equipment with or without Subscriber’s knowledge or consent.  Move Details may integrate the Services with third-party Equipment used and contracted for by Subscribers.  Move Details is not responsible for, and disclaims any and all liability related to the acts or omissions of any integrated third-party Equipment or any non-conformities, issues or losses arising from any such Equipment, including without limitation, for (a) the accuracy or integrity of data provided by such Equipment; (b) unsolicited, inaccurate, incorrect or incomplete translations or interpretations of data; (c) data loss or security breach; or (d) service level deficiencies. Further, Move Details will have no liability to Subscriber for Move Details’ inability to implement or maintain integration with such third-party Equipment.  Subscriber is solely responsible for complying with the terms and conditions of use imposed by such third-party Equipment. 
  4. You are solely responsible for activity occurring under the accounts of (i) any individuals or entity (other than You or Your Agents) who requires relocation, moving or other related services provided by Subscriber (“End-Client”), and (ii) Your employees, representatives, consultants, independent contractors, service providers, or agents authorized to use the Services to facilitate moving and relocation services by Subscribers for the benefits of End-Clients (“Agent”) (Agents and End-Clients are collectively referred as “Users”).  You shall ensure that You and Your Users abide by all laws, treaties and regulations applicable to Your use of the Services, including without limitation all U.S. federal and state data protection, data privacy, labor and employment, workers’ compensation, or fair credit reporting laws and regulations.  You are solely responsible for providing, and if applicable updating any required notices to and receiving any required consents and authorization from Your Users, and for the compliance of their activities with terms the of this Agreement.  Subscriber shall: (i) notify Move Details promptly of any known, or reasonably suspected, unauthorized use of any password or account or any other breach of security; (ii) notify Move Details promptly and use reasonable efforts to promptly stop any unauthorized use, copying, or distribution of the Subscription Services that is known or reasonably suspected by Subscriber or its Users; (iii) not impersonate another Move Details user or provide false identity information to gain access to or use the Services; and (iv) restrict each User account to only one authorized User at a time, provided that Subscriber may reassign logins and password to new Users replacing former Users who no longer require use of the Subscription Services.

  • CONFIDENTIALITY; DATA USE; PROPRIETARY RIGHTS

  • Confidentiality

  1. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party“) may disclose or make available to the other Party (as the “Receiving Party“), non-public proprietary and confidential information of Disclosing Party that (i) if disclosed in writing or other tangible form is clearly labeled as “confidential,” (ii) if disclosed orally, is identified as confidential when disclosed and within 10 calendar days thereafter, is summarized in writing and confirmed as confidential, (iii) refers to the terms or existence of this Agreement, or (iii) a reasonably prudent person would believe to contain proprietary or confidential information of a Party and Users’ information (“Confidential Information“); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of its confidentiality obligations under this Agreement; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s lawful possession without obligation to keep it confidential, prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without the use of or reference to any Confidential Information. If the Receiving Party is required by Laws or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify (to the extent legally permitted) Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For the purpose of this Agreement, Subscriber Confidential Information expressly includes information, content, and data, including text, sound, video, or image files, provided, manually or automatically, to Move Details by, or on behalf of, Subscriber or any of the Subscriber representatives through use of the Services (together, “Subscriber Data”).  Move Details’ Confidential Information expressly includes pricing information, business proposal(s), product information, audit reports, and/or financial records.
  2. The Receiving Party shall: (x) implement appropriate physical, technical and administration measures to protect and safeguard the confidentiality, integrity, and availability of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Representatives who have a legitimate need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. 

  • Data Use; Compliance Obligations

  1. Subscriber Data. As between Move Details and Subscriber, all Subscriber Data is and shall remain the property of Subscriber and/or its End-Clients, and Subscriber and/or its End-Clients retain any and all rights, title and interest (including pre-existing Intellectual Property Rights) in and to the Subscriber Data.  Subscriber shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all Subscriber Data, and hereby warrants that it has and will continue to have all rights and consents necessary to allow Move Details to use all such data as contemplated by this Agreement.  During the Term of this Agreement, Subscriber hereby grants to Move Details a royalty-free, fully paid, non-exclusive, non-transferable (except as set forth in Section 8(ii)(Assignment)), sub-licensable, worldwide right and license to reproduce, use, process, transfer and store Subscriber Data for the purposes of performing Move Details’ obligations under this Agreement and any other activities expressly agreed to by Subscriber.
  2. Platform Improvement. Subject to Move Details’ confidentiality obligations under this Agreement, the parties agree and acknowledge that Move Details shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, any Agents’ or End-Clients’ profile-, visit-, session-, impression-, click through- or click stream- data and any statistical or other analysis, information or data based on or derived from any of the foregoing).  Move Details will have the right (during and after the term hereof) to (i) use such derived dataset to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Move Details offerings, and (ii) disclose such dataset solely in aggregate or de-identified form in connection with its business purposes; provided that such aggregated and de-identified dataset will not identify any Users or Subscriber.
  3. The Parties acknowledge that Subscriber is solely responsible for the sensitivity of content, information, or data uploaded by Subscriber and/or any users authorized by Subscriber to access the Services.  Unless as otherwise authorized by Move Details, Subscriber represents and warrants that in no event will it transmit (or cause any Users or third parties to transmit) to Move Details, via the Services or otherwise, any Classified Information (as defined under the U.S. federal laws), protected health information subject to HIPAA, or other information defined as sensitive personal information or special category of personal data pursuant to applicable data protection laws and regulations.  Unless the Parties otherwise agree to enter into a data processing addendum in accordance with applicable laws, Subscriber’s use of Services (including the use of Subscriber Data) is subject to Move Details’ privacy policy available at https://movedetails.com/privacy-policy/ (for which Move Details reserves the right to modify and update in its sole discretion from time to time), which is incorporated and expressly made a binding part of this Agreement.  
  4. Consent to Text Messaging (SMS) and Phone Calls. In the event Subscriber contracts for Services in which its Users may have the opportunity to receive SMS or “text” messages, pre-recorded voice messages or auto-dialed phone calls from Move Details for the purposes of providing the relocation or moving assignments, HR functions or other features made available through this Services, or informational updates about relocation or moving assignments or HR functions, including but not limited to engagement and communication with End-Users regarding scheduling, with job candidates to schedule interviews and to participate in any screening, hiring or employment processes, or with Users to receive other services, support or assistance.  Subscriber warrants and represents that any mobile device numbers Subscriber provides to Move Details have been collected and disclosed in accordance with applicable data privacy laws (including without limitation Fair Credit Reporting Act, Telephone Consumer Protection Act, or Telemarketing Sales Rules, or California Privacy Rights Act). In particular, for each User’s mobile device number provided to Move Details by Subscriber, Subscriber warrants and represents it has the User’s consent to such receive communications from Move Details or for Move Details to use the User’s cell phone number or mobile device number. Subscriber represents it has the authority to opt-in any Users to receive text messages or telephone calls at such numbers.  Each Party will reasonably cooperate with the other Party to comply with applicable data privacy laws. 

  • Proprietary Rights. 

  1. Each Party owns and retains all rights, title, and interests in and to its intellectual property rights owned (or licensed from a third party provider) by such Party as of the Effective Date, or developed by such Party independent of this Agreement (“Pre-existing Materials”).  Except as expressly set forth herein or in the applicable Order, Move Details shall own and retain all right, title and interest in and to (a) the Services, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with professional services, including without limitation, maintenance, support, or custom development services as described in one or more SOW (if applicable), and (c) all intellectual property rights related to any of the foregoing.  Subscriber is granted a limited right to access and use the Services for the subscription term for the Services, as specified in the applicable Order.  
  2. All rights not expressly granted to Subscriber are reserved by Move Details. Move Details’ name, logo, trade names, or other designations of Move Details, whether registered or unregistered (“Move Details Marks”), are proprietary to Move Details, and any right or license to such Move Details Marks not expressly granted to Subscriber are reserved by Move Details.  Move Details alone shall own all rights, title and interest in and to any suggestions, enhancement requests, feedback, or recommendations provided by Subscriber or any third party relating thereto (“Feedback”).  Feedback is provided “as-is” without warranty of any kind and Subscriber shall have no liability for Move Details’ use of Feedback. 

  • PAYMENT OF FEES

  1. Subscriber will pay Move Details the applicable fees described in the Order for the Services and if applicable, Professional Services in accordance with the terms therein (the “Fees”).  If Subscriber’s use of the Services exceeds the Service capacity set forth on the Order or otherwise requires the payment of additional fees (per the terms of this Agreement), Subscriber shall be billed for such usage and Subscriber agrees to pay the additional fees in the manner provided herein.  If Subscriber believes that Move Details has billed Subscriber incorrectly, Subscriber must contact Move Details no later than 30 calendar days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.  Except as otherwise expressly set forth in this Agreement, all payment obligations are non-cancellable and all amount paid are nonrefundable.  
  2. Unless otherwise provided in the applicable Order, said Fees will be payable within 30 calendar days of receipt by the Subscriber of an invoice from Move Details (to be delivered electronically, i.e., PDF).  Unpaid amounts are subject to a late fee charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.  Subscriber shall be responsible for all taxes associated with Services other than U.S. taxes based on Move Details’ net income.  
  3. Subscriber agrees to provide Move Details with accurate billing and contact information, including Subscriber’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact.  Subscriber agrees to update this information within 30 calendar days of any change to it.  Move Details reserves the right to modify its Fees and to introduce new charges (to become effective upon the upcoming Renewal Subscription Period as defined in Section 5 below), by providing Subscriber written notice at least 30 calendar days prior to the end of the then current Order Initial Term or an applicable Renewal Subscription Period. In the event that Subscriber does not provide notice of termination to Move Details as described in Section 5 below, such Fee changes shall become effective at the commencement of the next Renewal Subscription Period.

  • TERM; TERMINATION; SUSPENSION

  1. Term. This Agreement will commence on the last date of signature on the initial Order (“Effective Date”) and will continue so long as there is an Order in effect (“Term”). The period of Subscription Services will commence on the last date of signature on the applicable Order and continue until the later of: (a) the expiration of the “Initial Subscription Period” (as set forth in the Order); or (b) the expiration of an applicable Renewal Subscription Period.  Unless this Agreement is terminated in accordance with Section 5.2 below, the Order will be automatically renewed for one or more 12-month period (“Renewal Subscription Period”)(Initial Subscription Period and any Renewal Subscription Period are collectively referred as the “Subscription Period”), unless either party requests termination at least 30 calendar days prior to the end of the then-current Term.  Neither party is obligated with respect to any particular procurement of, or provision of Services unless and until the Parties execute one or more Order. 
  2. Termination. In addition to any other remedies it may have, either party may terminate this Agreement if the other party materially breaches any of the terms or conditions of this Agreement.  Termination or expiration of this Agreement or an Order will not extinguish Subscriber’s obligations to pay all Fees due Move Details in the applicable Order.  Upon any termination, Move Details will make all original data or information uploaded in the Service or provided to Move Details by Subscriber available to Subscriber for electronic retrieval for a period of up to 30 calendar days, but thereafter Move Details may, but is not obligated to, delete Subscriber Data.  All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 
  3. Suspension. Move Details reserves the right to suspend Customer and/or its Users’ access to Services if Move Details determines in its reasonable discretion that Customer and/or Users breaches the Use Restrictions.  In addition to any other rights granted to Move Details herein, Move Details reserves the right to suspend or terminate this Agreement, any related Order, and Customer’s access to the Services if Customer’s account becomes delinquent and is uncured for a period of 30 calendar days from date of delinquency notice.  

  • WARRANTY DISCLAIMER

The Parties acknowledge that Services may be subject to limitations, delays and other types of interruptions that are inherent in the use of the internet and other types of electronic communications such as failure in performance resulting from acts or events beyond Move Details’ reasonable control. Subscriber is solely responsible for any actions or decisions made by Subscriber based on outputs obtain from the Services.  HOWEVER, MOVE DETAILS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND MOVE DETAILS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 

  • INDEMNIFICATION; LIMITATION OF LIABILITY

  • Indemnification: 

  1. Subscriber agrees to indemnify and hold harmless Move Details, its officers, directors, shareholders, and successors and assigns against any damages, losses, liabilities, settlements and expenses (including without limitation reasonable costs and attorneys’ fees)(“Losses”) arising from or in connection with any claim or action alleging (i) Move Details’ use of Subscriber Data or Subscriber’s or any of its Users’ use of the Services infringes or otherwise violates such third party’s property, privacy, or other rights, or otherwise breach any applicable laws or regulations; (ii) any negligence, misconduct, or breach of this Agreement by Subscriber or any of its Users in connection with their access or use of the Services.
  2. Move Details agrees to indemnify and hold harmless Subscriber and its officers, directors, shareholders, and successors and assigns against any Losses to the extent resulting from a third party claim or action alleging that Subscriber’s use of any Services or Deliverables infringes upon any U.S. patent, copyright, trade secret, trademark, or other proprietary right of any third party (“IP Claim”). 
  3. The Party seeking indemnity under this Section 7.1 (“Indemnitee”) will use commercially reasonable endeavors to mitigate its damages arising out of any third-party claims.  The Party undertaking the indemnity obligations (“Indemnifying Party”) shall have sole control of the defense and of all negotiations for settlement of such action; provided that the Indemnitee has the right to participate at its own expense in the claim or suit and in selecting its  own counsel therefor.  At the Indemnifying Party’s request and cost, Indemnitee will reasonably cooperate with the Indemnifying Party in defending or settling any such action.  Without Indemnitee’s prior written consent, which shall not be unreasonably conditioned, withheld, or delayed, the Indemnifying Party shall not enter into or otherwise consent to an adverse judgment or order, make any admission as to liability or fault that would adversely affect Indemnitee, or settle such claim or suit.  Each Party’s respective indemnification obligations do not apply to the extent any Losses is caused by the Party seeking indemnification or arises as a result of such Party’s breach of this Agreement.
  1. Limitation of Liability:  NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR (i) BODILY INJURY OF A PERSON, (ii) FRAUD, GROSS NEGLIGENCE, AND WILLFUL MISCONDUCT, (iii) INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7.1(A) ABOVE, OR (iv) ANY MATTER FOR WHICH IT WOULD BE ILLEGAL TO EXCLUDE OR LIMIT LIABILITY, THE PARTIES AGREE THAT:

(a) NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF REVENUE OR PROFIT, OR COST OF SUBSTITUTE GOODS OR SERVICES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, A PARTY’S AGGREGATE LIABILITY TO THE OTHER FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT, INDEMNIFICATION OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID DURING THE THEN-CURRENT TERM.  THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF OTHER REMEDIES UNDER THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE.  This Section shall survive the termination of this Agreement. 

  • MISCELLANEOUS

(i) Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  (ii) Assignment. This Agreement is not assignable, transferable or sublicensable by Subscriber without Move Details’ prior written consent.  Notwithstanding the foregoing, either Party may assign this Agreement in its entirety together with all rights and obligations hereunder, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party.  (iii) Entire Agreement. 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, communications and other understandings relating to the subject matter of this Agreement. If there is any conflict between the General Terms and Condition of the Agreement and the provisions of any Order (other than any terms listed in the Order as “Special Term”, the General Terms and Condition shall control and govern the terms of Services. (iv) Amendment. All waivers, modifications, and/or amendments must be in a writing signed by both Parties, except as otherwise provided herein. (v) Relationship between the Parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Subscriber does not have any authority of any kind to bind Move Details in any respect whatsoever. (vi) Notice. All notices under this Agreement will be in writing and be sent to the receiving Party’s contract information as provided on the first page of this Agreement (as specified in writing after the Effective Date).  Notice will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  (vii) Force Majeure.  Except for the obligation to pay the applicable Fees when due, no Party will be liable to the other for failure or delay in performance caused by event beyond the affected Party’s reasonable control, such as acts of God, civil or military authority, civil disturbance, war, terrorism, strikes, pandemic, hurricanes, tornadoes, floods, fires or other natural or unnatural catastrophes (“Force Majeure”) and such failure or delay will not constitute a material breach of this Agreement. (viii) Governing Law; Dispute.  This Agreement shall be governed by the laws of the State of Georgia without regard to its conflict of laws provisions.  Any disputes shall be resolved by final and binding individual arbitration, rather than in court, and without a jury, except that Subscriber may assert claims in small claims court if your claims qualify.  To begin an arbitration proceeding, Subscriber must send a letter requesting arbitration and describing its claim to Move Details at the address or email address listed in the initial Order (unless otherwise amended).  The arbitration will be conducted by the American Arbitration Association (AAA) under its rules (available at www.adr.org).  Jurisdictional and arbitrability disputes, including disputes over the formation, existence, validity, interpretation, or scope of this Agreement, and who are proper parties to the Arbitration, shall be submitted to and ruled on by the arbitrator.  In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees.  Subscriber may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where Subscriber is headquartered or at another mutually agreed location.  Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.  The Parties agree that any dispute resolution proceeding shall be conducted only on an individual basis and not in a class or other event, consolidated, or representative action. Neither Party (including End-Clients and Agent) may pursue a dispute in arbitration as a class action, private attorney general action, or other representative action, nor may any dispute be pursued on Subscriber’s behalf in any litigation in any court except as provided above.  If for any reason a dispute proceeds in court rather than in arbitration, each Party waive any right to a jury trial.