Product
Developers Pricing
Company
Log in Contact us

Commercial User Terms

1. General Overview.

1.1 Overview of the Moov Services. Moov is the provider of a technology platform and related APIs (collectively, the “Moov Platform”) through which Moov, in conjunction with one or more FI Partners or third parties, enables the initiation and receipt of funds transfers and payments and provides related services (the Moov Platform, together with the related services, collectively, “Moov Services”).

1.2. FI Partners. In order to provide or otherwise make available certain of the Moov Services, Moov may establish and rely on relationships with FI Partners and such FI Partners may establish certain requirements, standards, guidelines, terms and conditions, and other expectations that apply to the Moov Services, as the same may be modified, supplemented, or replaced from time to time (collectively, “FI Partner Guidelines”). Therefore, the licenses granted under this Platform Agreement and the provision and availability of the Moov Services will be subject to any applicable FI Partner Guidelines.

1.3. Regulated Activity. Certain of the Moov Services may constitute regulated activity under Applicable Law. Accordingly, Moov has engaged third parties, including FI Partners, to provide certain aspects of the Moov Services, including for the purpose of receiving and transmitting funds, as necessary or appropriate for Moov to provide or otherwise make available the Moov Services to Users.

1.4. Territory. Users may only access and use the Moov Services in the Territory.

1.5. Accessing and Using the Moov Services through a Company. If User accesses and uses the Moov Services through a Company, then User acknowledges and agrees as follows:

  • Selection of the Moov Services. The Company will be responsible for determining and selecting which Moov Services to make available to User through the Company Services.
  • Responsibility for Company Services. Neither Moov nor any FI Partner will be responsible or liable for User’s relationship with, or any agreement User maintains with, the Company (each, a “Company Services Agreement”), for User’s access to or use of the Company Services, or for the Company providing, performing, or otherwise making available the Company Services to User. The Company will not be acting on behalf of Moov or any FI Partner in providing, performing, or otherwise making available the Company Services and the Company will be responsible for all aspects of providing, performing, or otherwise making available the Company Services to User in accordance with the terms and conditions of the applicable Company Services Agreement.
  • User Service and Support. In general, the Company will be responsible for providing all User service and support to User in connection with the Company Services and the Moov Services, including as it relates to responding to, investigating, addressing, and otherwise resolving all inquiries and complaints of Users.
  • Fees and Charges. Except with respect to Payment Acceptance Transaction Fees, interchange fees, and other fees established by a payment network which may be directly charged to Users by Moov and collected from Users by or on behalf of Moov, the Company will be responsible for establishing the fees, expenses, and other amounts applicable to User’s access to and use of the Moov Services through the Company Services (collectively, “User Fees”), establishing the invoicing and payment terms applicable to User, and establishing a dispute process for User Fees, in each case, pursuant to the applicable Company Services Agreement.

1.6. Services Terms. If User accesses and uses any of the Moov Services identified below, then User’s access to and use of such Moov Services will be subject to the terms and conditions applicable to such Moov Services (“Services Terms”), which Services Terms are set forth at the end of the Commercial User Terms. The Services Terms supplement the terms and conditions of the Commercial User Terms. The terms and conditions of the Commercial User Terms and the terms and conditions of the Services Terms will be interpreted consistently to the extent possible. However, in the event of any unresolvable conflict between any term or condition of the Commercial User Terms and any term or condition of any Services Terms, the applicable term or condition of the Service Terms will govern with respect to the applicable Moov Service only to the extent necessary to resolve such conflict.

  • ACH Transfer Services. If User accesses and uses the Moov Services to initiate or receive funds transfers through the ACH network (the “ACH Transfer Services”), then User also will be subject to the Services Terms applicable to the ACH Transfer Services set forth in this Platform Agreement (the “ACH Transfer Services Terms”). If User accesses and uses the ACH Transfer Services, then User acknowledges and agrees that the applicable FI Partner is a party to this Platform Agreement for purposes of the ACH Transfer Services and will have the right to exercise and enforce the applicable rights, and will have the right, but not the obligation, to perform the applicable responsibilities, under this Platform Agreement with respect to the ACH Transfer Services.
  • Merchant Processing Services. If User accesses and uses the Moov Services to accept debit and credit payment methods offered by or through Networks supported by the Moov Services (each, a “Payment Method”) in connection with the sale of goods or services or the acceptance of donations (the “Merchant Processing Services”), then User also will be subject to the Services Terms applicable to the Merchant Processing Services set forth in this Platform Agreement (the “Merchant Processing Services Terms”), which Merchant Processing Services Terms, together with the Commercial User Terms (except for Sections 1.6(a), (c), (d), and (e) of the Commercial User Terms), will constitute User’s merchant agreement required under applicable Network Rules. If User accesses and uses the Merchant Processing Services, then User acknowledges and agrees that the applicable FI Partner is a party to this Platform Agreement for purposes of the Merchant Processing Services and will have the right to exercise and enforce the applicable rights, and will have the right, but not the obligation, to perform the applicable responsibilities, under this Platform Agreement with respect to the Merchant Processing Services.
  • Card Issuing Services. If User accesses and uses the Moov Services to request, receive, and facilitate the use of cards issued by an FI Partner to User (the “Card Issuing Services”), then User also will be subject to the Services Terms applicable to the Card Issuing Services set forth in this Platform Agreement (the “Card Issuing Services Terms”). If User accesses and uses the Card Issuing Services, then User acknowledges and agrees that the applicable FI Partner is a party to this Platform Agreement for purposes of the Card Issuing Services and will have the right to exercise and enforce the applicable rights, and will have the right, but not the obligation, to perform the applicable responsibilities, under this Platform Agreement with respect to the Card Issuing Services.
  • RTP Network Services. If User accesses and uses the Moov Services to initiate or receive funds transfers through the RTP network operated by The Clearing House Payments Company L.L.C. (the “RTP Transfer Services”), then User also will be subject to the Services Terms applicable to the RTP Transfer Services set forth in this Platform Agreement (the “RTP Transfer Services Terms”). If User accesses and uses the RTP Transfer Services, then User acknowledges and agrees that the applicable FI Partner is a party to this Platform Agreement for purposes of the RTP Transfer Services and will have the right to exercise and enforce the applicable rights, and will have the right, but not the obligation, to perform the applicable responsibilities, under this Platform Agreement with respect to the RTP Transfer Services.
  • Card Network Disbursement Services. If User accesses and uses the Moov Services to initiate electronic funds transfers through the push-to-card disbursement services offered through Visa and Mastercard (the “Card Network Disbursement Services”), then User also will be subject to the Services Terms applicable to the Card Network Disbursement Services set forth in this Platform Agreement (the “Card Network Disbursement Services Terms”). If User accesses and uses the Card Network Disbursement Services, then User acknowledges and agrees that the applicable FI Partner is a party to this Platform Agreement for purposes of the Card Network Disbursement Services and will have the right to exercise and enforce the applicable rights, and will have the right, but not the obligation, to perform the applicable responsibilities, under this Platform Agreement with respect to the Card Network Disbursement Services.

1.7. Changes to this Platform Agreement. Except as otherwise provided in this Platform Agreement, Moov may modify, supplement, or replace all or any part of this Platform Agreement from time to time upon Notice to User in accordance with the terms of this Platform Agreement and User’s continued access to and use of the Moov Services following such Notice will constitute User’s acceptance of this Platform Agreement as the same has been modified, supplemented, or replaced by Moov.

2. The Moov Services.

2.1. License. Subject to User’s compliance with the terms and conditions of this Platform Agreement, Moov grants User a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to access and use the Moov Services only as expressly permitted by and in accordance with this Platform Agreement.

2.2. License Restrictions. User will not, and will not allow any third party to: (a) access or use all or any part of the Moov Services in a manner that is not expressly permitted under this Platform Agreement; (b) remove, deactivate, or otherwise circumvent any license restrictions or mechanisms intended to limit access to or use of all or any part of the Moov Services; (c) create derivative works of all or any part of the Moov Services; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available all or any part of the Moov Services to any third party except as otherwise expressly permitted under this Platform Agreement; (e) reverse engineer, disassemble, or decompile all or any part of the Moov Services; or (f) misuse, damage, disrupt, or impair all or any part of the Moov Services or interfere with any other Person’s access to or use of the Moov Services.

2.3. Modifications. Moov may modify, replace, or discontinue all or any part of the Moov Services from time to time, including by imposing limitations or other restrictions on User’s access to or use of the Moov Services. Moov will use commercially reasonable efforts to notify User in advance of any material modifications to the Moov Services or of Moov’s decision to replace or discontinue all or any part of the Moov Services.

3. General Obligations of Users.

3.1. Establishment of a Moov Account. In order for User to access and use the Moov Services, User may be required to establish and maintain a Moov Account. User will ensure that all information, data, and supporting documentation necessary to establish a Moov Account is provided or otherwise made available to Moov and that such information, data, and supporting documentation is accurate, complete, authentic, valid, and timely. User will promptly notify Moov of any change to any information, data, or supporting documentation previously provided or otherwise made available to Moov. As between Moov and User, User will be ultimately responsible and liable for all activity associated with User’s Moov Account.

3.2. Moov Account Credentials. To the extent User is provided with credentials to access and use the Moov Services (“Account Credentials”), User agrees that it will be responsible and liable for securing, protecting, and limiting disclosure of such Account Credentials and for any unauthorized access to or use or disclosure of such Account Credentials. User will notify Moov immediately, by emailing [email protected], if User become aware of any actual or suspected unauthorized access to or use or disclosure of any Account Credentials.

3.3. Purpose. User may only access and use the Moov Services for business and commercial purposes. User will not access or use, or permit any other Person to access or use, the Moov Services for personal, family, or household purposes.

3.4. Integrating the Moov Services. To the extent User is required to perform any steps or functions to integrate the Moov Services with User’s applications, websites, and other digital commerce platforms, the Company through which User accesses and uses the Moov Services will be responsible for communicating such requirements to User and User will be responsible for performing such steps and functions to integrate the Moov Services with User’s applications, websites, and other digital commerce platforms.

3.5. Responsibility for User Products and Services. User will be responsible for all aspects of providing or otherwise making available User’s products and services to Customers and otherwise fulfilling its obligations to Customers in accordance with the applicable Customer Agreement. User will ensure that User provides or otherwise makes available User’s products and services in a manner that complies with all Applicable Law, Network Rules, and FI Partner Guidelines and with this Platform Agreement, and that Customers access and use User’s products and services in accordance with Applicable Law, Network Rules, FI Partner Guidelines, and this Platform Agreement. Without limiting the foregoing, User will not engage in any unfair, deceptive, or abusive act, practice, or conduct in connection with this Platform Agreement.

3.6. Relationship with Customers.

  • User will be responsible for all aspects of User’s relationship with Customers and User’s provision of User’s products and services to such Customers, including as it relates to the performance or non-performance of User or such products and services.
  • User will ensure that each Customer Agreement (1) complies with Applicable Law and Network Rules, (2) clearly, accurately, and completely discloses all relevant terms, conditions, and policies applicable to the sale and purchase of User’s products and services, (3) does not include any representations, warranties, or covenants by or on behalf of Moov or otherwise obligate Moov, and (4) does not create any conflict or inconsistency with this Platform Agreement.
  • User will ensure that it obtains all consents, authorizations, permissions, and approvals from Customers necessary for Moov, any applicable third party of Moov, and User to exercise their rights and perform their obligations in connection with this Platform Agreement.

3.7. Compliance with Certain Requirements. User will access and use the Moov Services and will otherwise exercise its rights and perform its obligations in connection with this Platform Agreement in accordance with all Applicable Law, Network Rules, and FI Partner Guidelines and with this Platform Agreement. User will not take or fail to take any action that could cause User or Moov to violate any Applicable Law, Network Rules, or FI Partner Guidelines.

3.8. Transactions.

  • Transaction Instructions. User will be responsible for submitting Transaction requests and instructions to Moov, or to the Company through which User accesses and uses the Moov Services (as applicable), through the Moov Services and for ensuring such Transaction requests and instructions are accurate, complete, authentic, valid, and timely.
  • Responsibility for Transactions. To the extent not prohibited by Applicable Law, User will be responsible and liable for all Transactions arising out of or relating to User’s access to and use of the Moov Services, including for ensuring such Transactions comply with Applicable Law, Network Rules, FI Partner Guidelines, and this Platform Agreement. As between Moov and User, User will be responsible for monitoring and evaluating Transactions, determining whether Transactions are erroneous, fraudulent, or otherwise suspicious, reasonably investigating any potentially erroneous, fraudulent, or otherwise suspicious Transactions, and contacting Customers before submitting any Transaction that User knows, or reasonably should know, or suspects, or reasonably should suspect, is erroneous, fraudulent, or otherwise suspicious.
  • Transaction Disputes. User will be responsible for responding to, addressing, and resolving all disputes, returns, reversals, refunds, chargebacks, and adjustments, regardless of reason or timing, arising out of or relating to Transactions (each, a “Transaction Dispute”) in accordance with all Applicable Law, Network Rules, and FI Partner Guidelines. Subject to the foregoing, User will clearly, accurately, and completely disclose User’s Transaction Dispute policies and procedures to Customers. If Moov becomes aware of a Transaction Dispute, then Moov will use commercially reasonable efforts to notify User of such Transaction Dispute as may be required under Applicable Law, Network Rules, or FI Partner Guidelines. In all cases, User will provide Moov with any information, data, and supporting documentation requested by Moov regarding the status and resolution of any Transaction Dispute and will otherwise cooperate with Moov in connection with any Transaction Dispute.

3.9. Prohibited and Restricted Use.

  • Without limiting any other provision of this Platform Agreement, User will not access or use the Moov Services as follows: (1) in, by, or for any country or Person sanctioned, embargoed, or blocked by any Governmental Authority, including by reason of inclusion on a list maintained by the U.S. Office of Foreign Asset Control (“OFAC”), (2) by or for any Person who is or has been convicted of a criminal offense involving dishonesty, a breach of trust, money laundering, or that is otherwise financial in nature, (3) in any manner that violates, or could reasonably be expected to violate, Applicable Law, Network Rules, or FI Partner Guidelines, (4) in connection with any activity or type of business identified by Moov or any applicable FI Partner from time to time as a restricted or prohibited activity or business, or (5) in violation of any other restrictions, whether applicable to the Moov Services generally or Transactions or Transaction types specifically, established by Moov or any applicable FI Partner from time to time.
  • Without limiting any other provision of this Platform Agreement, User will not access or use the Moov Services in connection with any of the following activities or types of businesses without Moov’s prior written approval: (1) online gambling or daily fantasy sports; (2) investment advisory services, securities brokers, or credit services; (3) the sale of cannabis, tetrahydrocannabinol containing products, or marijuana containing products, including paraphernalia for the use of such products; (4) the sale of cannabidiol containing products, including hemp or hemp derivatives; (5) the sale of products or services designed to mimic illegal drugs; (6) massage parlors, adult entertainment, pornography, escort, or online dating services; (7) the sale of guns, weapons, or ammunition; (8) the sale of products or services that promote hate, violence, harassment, or abuse; (9) cryptocurrency sales, money transmission, currency exchanges, check cashers, or any other activities that require federal registration as a money services business or licensure by a state financial regulator; (10) non-bank lenders, title and payday lenders, shell banks, or foreign financial institutions; (11) entities that create remotely created checks for payment; (12) bankruptcy services or attorneys or insolvency practitioners; (13) a payment aggregator, a payment service provider, or another Person engaged in similar activities; (14) crowdfunding or crowdsourcing entities; (15) the sale of in-game currency, convertible virtual currency, or other tokens representing value; (16) multi-level marketing programs; (17) fireworks sales; (18) online auctions and marketplaces; (19) bail bonds businesses; (20) pawn shops, title pawn business, or lenders charging annual percentage rates higher than 36 percent; (21) pharmaceutical, nutraceuticals, pseudo pharmaceuticals, supplements, or controlled-substance mimicking product sales; (22) the sale of counterfeit, knock-off, or brand-infringement goods; (23) tobacco product sales; (24) debt collection; (25) debt counselling or debt settlement programs; (26) bearer share entities or other anonymous ownership entities; (27) shell corporations; (28) businesses physically located outside of the United States; (29) embassies, consulates, or diplomatic missions; (30) foreign government agencies; (31) non-profit organizations (as defined by the Internal Revenue Service); (32) selling or cross-selling products of customers or receiving customer data from a third party; (33) commercial leasing agents; (34) sellers of real estate, resort land, or time shares; (35) internet pharmacies or pharmacy referral sites; or (36) outbound telemarketing.
  • User acknowledges and agrees that User is responsible and liable for regularly screening User’s access to and use of the Moov Services for potential prohibited or restricted use cases.

3.10. Customer Service and Support.

  • Generally. User will be responsible for providing all customer service and support to Customers in connection with User’s products and services. User also will be responsible for providing all customer service and support to Customers in connection with the Moov Services.
  • Inquiries and Complaints. User will promptly respond to, investigate, address, and otherwise resolve all inquiries and complaints submitted to User by any Customer. User will promptly notify Moov of any inquiry, complaint, or other actual or threat of legal process, litigation, or regulatory action by any Governmental Authority or other third party arising out of or relating to the Moov Services or any Transaction. Additionally, User will promptly notify Moov of any allegation that User is engaging in, or has engaged in, any acts, practices, or conduct that violates Applicable Law or Network Rules.

3.11. Information provided by User. User will provide or otherwise make available all information and data about or related to User requested by Moov in connection with the Moov Services or this Platform Agreement. User also authorizes Moov and any FI Partner to obtain financial, credit, and other information about or related to User in connection with this Platform Agreement, including for the purpose of making a determination of whether to approve User for any Moov Services and evaluating User’s financial and credit status on an initial and ongoing basis. User will promptly notify Moov of any change to any information or data about or related to User previously provided or otherwise made available to Moov. As between Moov and User, User will be responsible and liable for the accuracy, completeness, authenticity, and validity of all information and data about or related to User provided or otherwise made available to Moov or any FI Partner in connection with the Moov Services and this Platform Agreement and User agrees that Moov and any FI Partner may rely on all such information and data without further inquiry into the accuracy, completeness, authenticity, or validity of such information or data. User authorizes Moov and any FI Partner to share information provided or otherwise made available to Moov or such FI Partner with third parties, including the Networks and any other Person involved in the provision of Moov Services.

3.12. Records; Audits.

  • Records. User will keep, maintain, and share with Moov upon request complete and accurate books and records in connection with User’s access to and use of the Moov Services and Transactions (collectively, “Records”). User will keep and maintain Records sufficient for Moov to determine User’s compliance with this Platform Agreement.
  • Audit Rights. From time to time, Moov, any applicable FI Partner, any Network, any Governmental Authority, and/or any designees of any of the foregoing Persons (each, an “Auditing Party”) may need to inspect, examine, or otherwise audit User, including User’s facilities, personnel, books, records, accounts, data, reports, or other similar materials, information, or data involved in or related to User’s activities in connection with this Platform Agreement (each, an “Audit”). While Moov will use commercially reasonable efforts to provide advance notice of any Audit of User by an Auditing Party, upon any notice to User, User agrees that any Auditing Party may conduct an Audit of User. If the results of any Audit reveal any material issues, including User’s non-compliance with this Platform Agreement, User will take all appropriate actions, including any actions required by any applicable Auditing Party, to promptly remedy such issues within the time frames established by the Auditing Party and will provide the Auditing Party with any evidence reasonably required by the Auditing Party to demonstrate such issues have been properly remediated. User will fully cooperate with any Auditing Party in connection with any Audit of User.

3.13. Use of Third Parties. User will not use any third party to exercise User’s rights or perform User’s obligations in connection with this Platform Agreement without obtaining Moov’s prior written consent. If User is permitted to and does use a third party in connection with this Platform Agreement, then User will be responsible and liable for the acts and omissions of such third party as if such acts or omissions were the acts or omissions of User.

4. Establishment of Various Accounts.

4.1. Holding Account. Moov’s FI Partners have established one or more pooled holding accounts to be used in connection with the Moov Services (collectively, the “Holding Account”). All funds arising out of or relating to User’s activity in connection with the Moov Services, including User’s Transactions, will be recorded, on a net basis, as a positive or negative balance in User’s Moov Account (“Moov Balance”). User’s Moov Balance will be held by an FI Partner in the Holding Account. In order to access and use the Moov Services, User may be required to maintain a minimum Moov Balance in the Holding Account, which will be communicated to User through User’s Moov Account. User acknowledges that the Holding Account is not User’s deposit account and that User cannot otherwise establish a deposit account or other financial account with Moov. USER ACKNOWLEDGES AND AGREES THAT USER WILL NOT RECEIVE INTEREST ON ANY FUNDS MAINTAINED IN THE HOLDING ACCOUNT AND THAT FUNDS HELD IN THE HOLDING ACCOUNT WILL NOT BE ELIGIBLE FOR DEPOSIT INSURANCE ADMINISTERED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR SHARE INSURANCE ADMINISTERED BY THE NATIONAL CREDIT UNION ADMINISTRATION. IN THE EVENT ANY APPLICABLE FI PARTNER BECOMES SUBJECT TO A RECEIVERSHIP, USER HEREBY ACKNOWLEDGES AND AGREES THAT USER MAY LOSE ALL VALUE REPRESENTED IN USER’S MOOV BALANCE.

4.2. Linked Account. User will establish and maintain a Linked Account to be used exclusively for business purposes in connection with the Moov Services. User’s Linked Account will be established and maintained at a federally or state chartered financial institution or credit union in the Territory that is reasonably acceptable to Moov. User will not change User’s Linked Account without Moov’s prior written consent. User will ensure that User maintains sufficient funds in User’s Linked Account to satisfy User’s payment, settlement, and other financial obligations in connection with the Moov Services. Subject to any minimum Moov Balance requirement applicable to User, User will have the ability to initiate transfers of User’s excess Moov Balance to User’s Linked Account.

4.3. Authorization to Debit and Credit Moov Balance and Linked Account. User hereby authorizes Moov and any applicable FI Partner to electronically debit and credit User’s Moov Balance and Linked Account for the purpose of satisfying User’s payment, settlement, and other financial obligations, and to otherwise act in accordance with User’s or any Company’s instructions with respect to User, in connection with the Moov Services and this Platform Agreement. User hereby acknowledges and agrees that the authorization provided by User in this Section 4.3 will remain in full force and effect until User notifies Moov that User wishes to revoke such authorization. If User wishes to revoke the authorization provided by User in this Section 4.3, then User will provide Moov with at least 10 business days’ prior notice to cancel such authorization.

5. Ownership.

5.1. Moov IP. As between Moov and User, Moov will own all right, title, and interest to the systems, hardware, software, interfaces, equipment, technology, Marks, documentation, and other materials owned by or licensed to Moov, including the Moov Services, and all modifications, enhancements, upgrades, and updates thereto (collectively, the “Moov IP”). User acknowledges and agrees that there are no implied licenses in or to all or any part of the Moov IP.

5.2. Trademark License. User hereby grants to Moov a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to use, display, and reproduce User’s name, logo, trademarks, service marks, and domain names (collectively, “Marks”) as expressly authorized by this Section 5.2. Moov may use, display, and reproduce User’s Marks on Moov’s webpages, in Moov’s marketing materials and communications, and in Moov’s investor and financial presentations and materials for the purpose of identifying User as a user of the Moov Services. User will not use, display, or reproduce Moov’s Marks for any reason. Each party acknowledges that the other party’s Marks are and will remain the exclusive property of such party and all use, display, and reproduction by a party of the other party’s Marks will inure solely to the benefit of the licensor of such Marks.

5.3. License Restrictions. User will not, and will not allow any third party to: (a) access or use all or any part of the Moov IP in a manner that is not expressly permitted under this Platform Agreement; (b) remove, deactivate, or otherwise circumvent any license restrictions or mechanisms intended to limit use of all or any part of the Moov IP; (c) create derivative works of all or any part of the Moov IP; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available all or any part of the Moov IP to any third party; (e) reverse engineer, disassemble, or decompile all or any part of the Moov IP; or (f) misuse, damage, disrupt, or impair all or any part of the Moov IP or interfere with any other Person’s access to or use of the Moov IP.

5.4. Feedback. If any Feedback is provided to Moov by or on behalf of User, then User, on behalf of itself and any individual providing such Feedback, hereby grants to Moov a perpetual, worldwide license to use, disclose, publish, profit from, and otherwise exploit such Feedback, without restriction and without any attribution or compensation to User or any applicable individual, for any purpose.

6. Data Rights and Restrictions.

6.1. Ownership of Moov Data. As between Moov and User, Moov will own all right, title, and interest in and to all Moov Data and Moov will not be subject to any restrictions under this Platform Agreement with respect to such Moov Data.

6.2. Ownership and Use of Services Data. As between Moov and User, Moov will own all right, title, and interest in and to all Services Data and Moov will not be subject to any restrictions under this Platform Agreement with respect to such Services Data. Moov hereby grants User a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to (a) access and use Services Data only to the extent necessary for User to perform User’s obligations under this Platform Agreement and (b) disclose to a particular Customer (and only to that Customer) Services Data specific to that Customer only to the extent necessary for User to perform User’s obligations under this Platform Agreement with respect to that Customer. User acknowledges and agrees that there are no implied licenses in or to all or any part of the Services Data.

6.3. Privacy Policy. The Moov Privacy Policy explains how and for what purposes Moov may collect, use, retain, disclose, and safeguard certain data, including Personal Data, in connection with the Moov Services. User acknowledges and agrees that Moov may collect, use, retain, and disclose data to the extent not prohibited by Applicable Law or the Moov Privacy Policy.

6.4. Data Migration.

  • Upon User’s written request, Moov will work with User in connection with User’s, and if User accesses and uses the Moov Services through a Company, the Company’s, facilitation of the secure transfer of Payment Data from User’s existing Payment Software Provider to Moov (each, an “Import Data Migration”) and from Moov to a successor Payment Software Provider following the expiration or termination of this Platform Agreement (each, an “Export Data Migration”), subject to and in accordance with this Platform Agreement, the applicable requirements established by Moov, and the data migration plan approved by Moov in writing.
  • User acknowledges and agrees that: (1) User will provide all information and assistance reasonably requested by Moov, and if applicable, the Company, to facilitate any Import Data Migration or Export Data Migration (each, a “Data Migration”), (2) with respect to an Import Data Migration, Moov is not responsible or liable for the form or format in which, or the method by which, a Payment Software Provider transfers Payment Data to Moov and Moov makes no, and hereby expressly disclaims any, representations, warranties, or covenants as to the usability of such Payment Data in connection with the Moov Services, (3) with respect to an Export Data Migration, Moov will transfer Payment Data to the Payment Software Provider designated by User, or if User accesses and uses the Moov Services through a Company, the Payment Software Provider designated by the Company, in Moov’s then-current standard and format, and using Moov’s then-current standard method, for transferring such Payment Data, (4) Moov is not responsible or liable for the security of Payment Data received by Moov in connection with an Import Data Migration until such Payment Data is accepted by Moov and securely within Moov’s information technology environment, at which point Moov will only be responsible for the security of such Payment Data as expressly provided by this Agreement, and (5) Moov is not responsible or liable for the security of Payment Data transferred by Moov in connection with an Export Data Migration once such Payment Data is transferred outside of Moov’s information technology environment.

7. Confidentiality.

7.1. Confidential Information. A Disclosing Party may disclose or otherwise make available information or material to the Receiving Party, and such information and material will be deemed to be “Confidential Information” if, when disclosed or otherwise made available, whether in writing, verbally, or otherwise, (a) it contains proprietary information of the Disclosing Party, including trade secrets, software, object code, source code, file specifications, installation and operating instructions, end-user manuals, end-user agreements, training materials, guides, listings, functional and technical specifications relating to the Moov Services, systems, procedures, manuals, confidential reports, business plans, or customer lists; (b) it is designated as confidential by the Disclosing Party; or (c) it should reasonably be understood by the Receiving Party, given the nature of the information or material or the circumstances surrounding its disclosure, to be confidential. As between Moov and User, Moov Data and Services Data will constitute Moov’s Confidential Information.

7.2. Exclusions. The obligations under this Platform Agreement with respect to Confidential Information, including the restrictions on use and disclosure thereof, will not apply to information or material that (a) is or becomes publicly known through no wrongful act or omission of the Receiving Party, (b) is or becomes rightfully known by the Receiving Party, without restriction on disclosure or use, from a Person other than the Disclosing Party, or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as can be shown by documentary evidence. The Receiving Party will have the burden of establishing that any information does not constitute Confidential Information under this Platform Agreement.

7.3. Use and Disclosure. Each Receiving Party will hold the Confidential Information it receives in strict confidence and take appropriate precautions to protect such Confidential Information, which precautions will include, at a minimum, such precautions as such Receiving Party employs to protect its own Confidential Information but no less than commercially reasonable precautions. Except as otherwise expressly permitted in this Platform Agreement, a Receiving Party will not use or disclose to any third party any Confidential Information of the Disclosing Party. A Receiving Party may use and disclose Confidential Information of a Disclosing Party only to the extent necessary for such Receiving Party to exercise its rights or perform its obligations under this Platform Agreement; provided, that, the Receiving Party may not disclose Confidential Information of the Disclosing Party to any Person unless such Person (a) has a “need to know” such Confidential Information for the purposes of the Receiving Party exercising its rights or performing its obligations under this Platform Agreement, and (b) is subject to confidentiality obligations that offer at least the same degree of protection as the confidentiality obligations set forth in this Platform Agreement.

7.4. Disclosure Required by Applicable Law. If any Governmental Authority requires a Receiving Party to disclose Confidential Information of a Disclosing Party, the Receiving Party will: (a) notify the Disclosing Party in writing as soon as practicable after learning of the existence or likely existence of such requirement (unless prohibited by Applicable Law); (b) use all reasonable efforts to limit the scope of such disclosure, disclose only the Confidential Information reasonably required to comply with the requirement, and use reasonable efforts to obtain confidential treatment of or protection by order of any Confidential Information; and (c) permit, subject to Applicable Law, the Disclosing Party to seek a protective order or to otherwise challenge or limit the disclosure of the Confidential Information prior to the disclosure thereof.

7.5. Equitable Remedies. Each party acknowledges that breach by it of one or more obligations in this Section 7 will cause the other party to suffer immediate and irreparable harm for which money damages would be an inadequate remedy. Therefore, if a party breaches one or more obligations under this Section 7, the other party will be entitled to injunctive or equitable relief as well as any additional relief that may be appropriate or otherwise available to such party.

8. Security.

8.1. Security Program. User will establish and maintain an information security program that includes appropriate administrative, technical, and physical safeguards designed to (the “Security Program”): (a) protect the security, confidentiality, availability, and integrity of Confidential Information and Personal Data; (b) protect against any anticipated threats or hazards to the security and integrity of Confidential Information and Personal Data, (c) protect against unauthorized access to or use or disclosure of Confidential Information and Personal Data, (d) address computer and network security, physical security, and a security incident response program; (e) ensure the secure destruction and disposal of Confidential Information and Personal Data; and (f) ensure compliance with all Applicable Law and Network Rules with respect to Confidential information and Personal Data.

8.2. Security Incident. User agrees to notify Moov promptly upon becoming aware of any actual or potential Security Incident. User will cooperate with Moov in good faith to mitigate any adverse consequences of any Security Incident and to otherwise satisfy the obligations of User, Moov, or any FI Partner under Applicable Law, Network Rules, and any requirements and instructions of any Governmental Authority, Network, or FI Partner.

9. Representations and Warranties.

User represents and warrants, on the Effective Date and on each day during the Term (as applicable), that:

10. Indemnification.

10.1. User’s Obligations. User will indemnify, defend (at Moov’s election), and hold harmless Moov and its Affiliates, any applicable FI Partner, and each of Moov’s and its Affiliates’ and any applicable FI Partner’s respective officers, directors, employees, and agents (each, a “Moov Indemnitee”), from and against all damages, losses, liabilities, penalties, fines, assessments, judgments, interest, costs, expenses (including reasonable attorneys’ fees and the cost of defense), and other amounts (collectively, “Losses”) in connection with any claim, action, demand, investigation, or proceeding (each, a “Claim”) arising out of, relating to, or alleging: (a) any breach of this Platform Agreement by User; (b) any matter, issue, act, or omission for which User has been allocated responsibility under this Platform Agreement; (c) any Transaction, attempted Transaction, or purported Transaction, including any error, fraud, dispute, return, reversal, refund, chargeback, adjustment, duplication, cancellation, or amendment in connection with any such Transaction, attempted Transaction, or purported Transaction except to the extent User cannot be held liable for such Transaction as a matter of Applicable Law; (d) any fines, penalties, assessments, or other amounts assessed or imposed by any Governmental Authority, Network, or FI Partner in connection with User’s access to or use of the Moov Services; (e) any taxes, interest, penalties, assessments, or other amounts assessed or imposed by any taxing authority applicable to User; (f) any relationship or agreement between User and any Customer or third party; (g) any of User’s products or services; (h) any infringement, misappropriation, or other violation of any Intellectual Property Rights of any third party by User; and (i) any negligence, willful misconduct, or fraud of User, or User’s directors, officers, employees, agents, and representatives.

10.2. Process. If any Claim is asserted against a Moov Indemnitee, then Moov will promptly notify User in writing of such Claim. Upon receipt of notice of any Claim from Moov, User will assume the defense of such Claim except as otherwise elected by Moov. If Moov elects to require User to defend any Claim, then Moov may participate, at its own cost and expense, in the defense of such Claim and retain counsel of its own choosing. If Moov elects to require User to defend any Claim, then User will not agree to settle or compromise any Claim without Moov’s prior written consent (which will not be unreasonably withheld, conditioned, or delayed), unless such settlement or compromise (a) is only for the payment of money damages for which Moov will be released and fully indemnified under this Platform Agreement, (b) includes an unconditional release of Moov from all liability on claims that are the subject matter of such Claim, (c) does not include any statement as to or admission of fault, culpability, or failure to act by or on behalf of Moov, and (d) does not require Moov to take any action or inaction.

11. DISCLAIMER OF WARRANTIES.

THE MOOV SERVICES ARE AND WILL BE PROVIDED “AS IS” AND “AS AVAILABLE” AND MOOV AND EACH FI PARTNER HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (A) MOOV AND EACH FI PARTNER MAKE NO REPRESENTATION OR WARRANTY THAT THE MOOV SERVICES WILL PERFORM WITHOUT INTERRUPTION OR ERROR, AND (B) USER ACKNOWLEDGES THAT HOSTING OR TRANSMITTING DATA ONLINE INVOLVES RISKS OF UNAUTHORIZED ACCESS, USE, DISCLOSURE, OR EXPOSURE AND USER HEREBY ACCEPTS SUCH RISKS. MOOV AND EACH FI PARTNER MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE MOOV SERVICES ARE COMPATIBLE WITH USER’S EQUIPMENT, THAT THE MOOV SERVICES ARE FREE OF VIRUSES, WORMS, BOTS, OR ANY OTHER HARMFUL, INVASIVE, MALICIOUS, OR CORRUPTED FILES, OR THAT DATA SENT THROUGH THE MOOV SERVICES WILL NOT BE ACCESSED, USED, DISCLOSED, OR EXPOSED THROUGH THE ERRORS OR ACTIONS OF THIRD PARTIES. USER ACKNOWLEDGES AND AGREES THAT USER HAS INDEPENDENTLY EVALUATED MOOV AND THE MOOV SERVICES AND THE MOOV SERVICES’ APPLICATION TO USER’S NEEDS. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE UNIFORM COMMERCIAL CODE AND THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT WILL NOT APPLY TO THIS PLATFORM AGREEMENT.

12. LIMITATION OF LIABILITY.

12.1. DISCLAIMER OF DAMAGES. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, (A) NONE OF MOOV, ANY FI PARTNER, OR ANY NETWORK, OR ANY OF THEIR RESPECTIVE AFFILIATES, SUCCESSORS, OR ASSIGNS, WILL BE RESPONSIBLE OR LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ENHANCED DAMAGES OF ANY KIND, OR FOR ANY LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF ANY DATA, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES, REGULATIONS, OR ANY OTHER THEORY) ARISING OUT OF OR RELATING TO THIS PLATFORM AGREEMENT, EVEN IF ADVISED OF SUCH POTENTIAL DAMAGES OR LOSSES, AND (B) NONE OF MOOV, ANY FI PARTNER, OR ANY NETWORK, OR ANY OF THEIR RESPECTIVE AFFILIATES, SUCCESSORS, OR ASSIGNS WILL BE RESPONSIBLE OR LIABLE FOR DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO ANY DELAYS OR PROBLEMS CAUSED BY ANY TELECOMMUNICATIONS CARRIERS, INTERNET SERVICE PROVIDERS, OR OTHER COMMUNICATIONS NETWORK PROVIDERS OR THE BANKING SYSTEM. FURTHER, NEITHER MOOV NOR ANY FI PARTNER WILL BE RESPONSIBLE OR LIABLE FOR ANY PERFORMANCE FAILURE OR OTHER ACT OR OMISSION OF ANY THIRD PARTY OUTSIDE OF MOOV’S OR SUCH FI PARTNER’S REASONABLE CONTROL (E.G., NETWORKS).

12.2. LIABILITY CAP. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, USER HEREBY ACKNOWLEDGES AND AGREES THAT MOOV’S AND ANY FI PARTNER’S AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES ARISING OUT OF OR RELATING TO THIS PLATFORM AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY USER FOR THE MOOV SERVICES DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH DAMAGES OR LOSSES.

12.3. Cooperation in Loss Recovery Efforts. In the event that Moov or any applicable FI Partner is liable in connection with this Platform Agreement, User agrees to fully cooperate with Moov and such applicable FI Partner or Network in any Loss recovery efforts.

13. Term and Termination.

13.1. Term. The term of this Platform Agreement will begin as of the Effective Date and will continue in effect until terminated by User or Moov (the “Term”).

13.2. Suspension and Termination Rights. Moov may suspend or terminate this Platform Agreement or suspend, terminate, or restrict User’s access to or use of all or any part of the Moov Services in the event: (a) the Company through which User accesses and uses the Moov Services directs Moov to suspend or terminate User’s access to or use of the Moov Services as a result of User’s failure to pay any amounts due in connection with the applicable Company Services Agreement; (b) the Company through which User accesses and uses the Moov Services is no longer authorized to make available the Moov Services through the Company Services; (c) User fails to provide any information or data requested or required by Moov within the time frames requested or required by Moov; (d) User withdraws User’s consent to receive Notices electronically; (e) User revokes the authorization provided by User under Section 4.3 of the Commercial Terms; (f) any FI Partner discontinues or modifies its support for the Moov Services in a manner that makes Moov’s continued provision of the Moov Services impracticable; or (g) Moov reasonably determines that (1) User has breached this Platform Agreement, (2) User is no longer eligible to access or use the Moov Services, (3) there is or has been unauthorized access to or use of the Moov Services by or through User, (4) suspension or termination may be necessary or appropriate in order to comply with any Applicable Law, Network Rules, FI Partner Guidelines, or instruction from any Governmental Authority, Network, or FI Partner, or (5) continued access to or use of the Moov Services by User poses unacceptable compliance, security, financial, or reputational risk to Moov or any FI Partner.

13.3. Effect of Termination. Upon termination of this Platform Agreement, (a) User will immediately stop using the Moov Services to initiate any new Transactions, (b) all rights and licenses granted to User will terminate as of the effective date of such termination, (c) all unpaid amounts related to User’s access to and use of the Moov Services will become immediately due and payable, and (d) within 30 days following a written request from Moov, User will (1) destroy all copies of Confidential Information disclosed to it under this Platform Agreement, and (2) certify in a writing signed by one of User’s authorized representatives that it has complied with its obligations under this Section 13.3. User acknowledges and agrees that User will have a continuing obligation after the termination of this Platform Agreement to properly provide all information, data, and supporting documentation requested or required by Moov, and to otherwise cooperate with Moov, to ensure the proper disbursement of any funds available in User’s Moov Balance or otherwise associated with User’s Moov Account to the appropriate Persons.

13.4. Wind-Down. Upon expiration or termination of this Platform Agreement, User will fully cooperate with Moov to promptly wind-down the parties’ relationship under this Platform Agreement and the Moov Services in a smooth and orderly fashion within the time frame established by Moov (the “Wind-Down Period”), including by providing all information and assistance reasonably requested by Moov to complete or otherwise address any pending Transactions or activity, to provide User’s funds to User, and to otherwise take such actions as are necessary or appropriate for the smooth and orderly wind-down of the parties’ relationship and the Moov Services. During the Wind-Down Period, the parties agree to work in good faith to consider options for making available certain Services Data to a successor provider designated by User in a manner that complies with Applicable Law, Network Rules, and FI Partner Guidelines.

14. Dispute Resolution.

14.1. Governing Law. This Platform Agreement and any Dispute will be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict-of-laws principles.

14.2. Venue; Waiver of Jury Trial; No Class Action. SUBJECT TO THE ARBITRATION PROVISIONS SET FORTH IN SECTION 14.3, IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE:

  • THE PARTIES HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE IN THE STATE COURTS IN DENVER, COLORADO, OR FEDERAL COURT FOR THE STATE OF COLORADO; AND
  • THE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY BY THE PARTIES, AND IS INTENDED TO ENCOMPASS EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE BE AVAILABLE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE PARTIES. EACH PARTY ALSO COVENANTS NOT TO PARTICIPATE IN ANY CLASS ACTION AGAINST THE OTHER PARTY BASED UPON ANY CLAIM ARISING OUT OF OR RELATING TO THIS PLATFORM AGREEMENT.

14.3. Arbitration. The parties agree that any Dispute will be submitted for binding arbitration. Unless otherwise agreed by the parties, any arbitration will take place in Denver, Colorado, and will be administered by, and pursuant to the commercial arbitration rules of, the American Arbitration Association, including any expedited procedures. There will be no right or authority for any Dispute to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other Persons similarly situated. The arbitrator will apply the substantive law of the State of Colorado, exclusive of its conflict-of-law principles. The arbitrator’s authority to resolve any Dispute and to make awards is limited to Disputes between the parties alone. The authority to resolve any Dispute is subject to the limitations of liability set forth in this Platform Agreement. Any Dispute brought by either party against the other party may not be joined or consolidated in arbitration with Disputes brought by or against any third party, unless agreed to in writing by the Company and Moov. No arbitration award or decision on any Disputes will be given preclusive effect as to issues or claims in any dispute with any Person not a party to the arbitration. If any portion of this Section 14.3 is stricken from this Platform Agreement or deemed to be illegal, invalid, or otherwise unenforceable, then this Section 14.3 will be stricken in its entirety from this Platform Agreement. The provisions of this Section 14.3 and all arbitration awards duly made in connection therewith may be enforced in any court of competent jurisdiction, and the party seeking enforcement will be entitled to an award of all costs, fees, and expenses (including reasonable attorneys’ fees) incurred in obtaining the enforcement of this provision, to be paid by the party against whom enforcement is ordered. All arbitration awards duly made hereunder will not be subject to review or appeal except as permitted by Applicable Law. Notwithstanding any provision of any agreement between the parties to the contrary: (a) Moov or User may seek interim relief from a court located in Denver, Colorado, to protect such party’s rights or property while arbitration is pending, and (b) Moov may bypass the aforementioned arbitration process in cases of fraud or other crimes against Moov, interference with Moov’s technical operations, suspected criminal activity, or violations of Moov’s rights or property, including Moov’s Intellectual Property Rights.

15. Disclosures and Notices.

15.1. Consent to Electronic Disclosures, Notices, and Information.

  • General. By establishing a Moov Account or by accessing and using the Moov Services, User hereby agrees that Moov may provide this Platform Agreement and all disclosures, notices, and other information arising out of or relating to this Platform Agreement, including any disclosures or notices required to be provided as a matter of Applicable Law (collectively, “Notices”), through electronic methods, including by emailing this Platform Agreement and Notices to User’s designated email address, by posting this Platform Agreement and Notices on Moov’s website, or by providing this Platform Agreement and Notices through User’s Moov Account or otherwise through the Moov Services. User acknowledges and agrees that this Platform Agreement and any Notice provided by electronic methods will be effective within 24 hours following the provision of the same by Moov or such other period as may be specified by Moov therein and will have the same effect as if Moov had provided User with paper copies of this Platform Agreement or such Notices. User further acknowledges and agrees that User’s electronic acceptance of or consent to this Platform Agreement and any Notices (if applicable) provided electronically will have the same legal effect as a physical signature. If User has any issues viewing or accessing this Platform Agreement or any Notices, then User will contact Moov at [email protected]. If User wishes to withdraw User’s consent to receive this Platform Agreement and Notices through electronic methods, then User will contact Moov at [email protected]. Due to the nature of the Moov Services, User will not be able to use the Moov Services if User withdraws its consent to receive this Platform Agreement and all Notices electronically.
  • Electronic Delivery of IRS Forms. User may consent to receive copies of all applicable tax-related documents, including any Form 1099 (e.g., Form 1099-K) and Form 1042-S (each, an “IRS Form”), electronically from Moov by choosing the “YES, I CONSENT TO ELECTRONIC DELIVERY” checkbox substantially in the form of the “Consent to Electronic Delivery of IRS Forms” made available to User by Moov. If User does not consent to receive IRS Forms electronically or subsequently withdraws its consent to receive IRS Forms electronically, then after the effective date of User’s failure to consent or withdrawal of consent, a paper copy of IRS Forms required to be delivered to User will be sent to User at no cost to the address associated with User’s Moov Account, provided, that Moov may charge User a fee for any additional or replacement copies of such IRS Forms. IRS Forms provided electronically by Moov will be accessible to User until at least October 15 of the year in which such IRS Forms are made available to User; after that time, the IRS Forms may no longer be accessible electronically. Moov may discontinue the electronic provision of IRS Forms at any time.

15.2. Text Message. User hereby authorizes Moov to provide Notices to User via text message, including as may be necessary or appropriate to verify User’s or its representative’s control over User’s Moov Account (e.g., two-step verification) and to provide User with other critical information about User’s Moov Account. Standard text or data charges may apply to any Notices provided via text message. Where offered, User may disable text message notifications by responding to any such message with “STOP” or by following instructions provided in the text message. However, by disabling text messaging, User may be deactivating important security features associated with User’s Moov Account, which may increase the risk of loss to User. User will need a computer or mobile device, internet connectivity, and an updated browser to access and review Notices.

15.3. Wireless Service Providers. User acknowledges and agrees that Moov may communicate with User or User’s representative via SMS messages transmitted by wireless service providers (e.g., AT&T, Sprint, Verizon, etc.). Without limiting Moov’s other rights under this Platform Agreement, User hereby authorizes Moov to disclose information about User to wireless service providers used in connection with the Moov Services, including as necessary for Moov to comply with the privacy and usage policies of such wireless service providers.

16. General Provisions.

16.1. Assignment. User may not assign or transfer this Platform Agreement or any of User’s rights or responsibilities hereunder. Moov may assign or transfer this Platform Agreement or any of its rights or responsibilities hereunder without restriction. Any purported assignment or transfer in breach of this Section 16.1 will be void ab initio.

16.2. Relationship; No Third-Party Beneficiaries. Except as otherwise expressly provided in this Platform Agreement, (a) Moov and User are independent contractors and this Platform Agreement does not create a joint venture, employment, franchise, or agency relationship between the parties, and (b) this Platform Agreement is intended for the exclusive benefit of Moov and User and not intended to benefit any third party. User will not have the power to bind Moov or incur obligations on Moov’s behalf without Moov’s prior written consent.

16.3. Force Majeure. Moov will not be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or internet service interruptions, or other acts or causes beyond the reasonable control of Moov, including any acts or omissions of any third party (e.g., Networks).

16.4. Third-Party Services. When User accesses or uses the Moov Services, User may be made aware of services, products, offers, or promotions provided or otherwise made available by third parties (“Third-Party Services”). If User decides to access or use any Third-Party Services, then User is responsible for reviewing and understanding the terms, conditions, and fees applicable to such Third-Party Services. User acknowledges and agrees that Moov is not responsible or liable for any Third-Party Services.

16.5. Remedies. The rights and remedies of Moov in connection with this Platform Agreement are cumulative, and Moov may enforce any of its rights or remedies under this Platform Agreement, along with any other rights and remedies available to it at law or in equity.

16.6. Amendments or Modifications. Moov may modify, supplement, or replace all or any part of this Platform Agreement from time to time upon Notice to you. User acknowledges and agrees that User’s continued access to and use of the Moov Services following any modification or supplement to, or replacement of, this Platform Agreement will constitute User’s agreement to be subject to and comply with this Platform Agreement as modified, supplemented, or replaced by Moov.

16.7. No Waiver. The failure of Moov to insist upon strict adherence to any term or condition of this Platform Agreement on any occasion will not be considered a waiver of such term or condition, nor will it deprive Moov of the right thereafter to insist upon strict adherence to such term or condition or any other term or condition of this Platform Agreement. Any waiver must be in a writing signed by Moov.

16.8. Severability. If any provision of this Platform Agreement is determined by any Governmental Authority to be illegal, invalid, or unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under Applicable Law and the remaining provisions will continue in full force and effect.

16.9. Survival. The following Sections of the Commercial User Terms will survive termination or expiration of this Platform Agreement: Section 1.5, Section 1.6, the last two sentences of Section 3.1, Section 3.2, Section 3.5, Section 3.6, Section 3.7, Section 3.8, Section 3.10, Section 3.11, Section 3.12, the last sentence of Section 3.13, Section 4, Section 5, Section 6, Section 7, Section 8, Section 9, Section 10, Section 12, Section 13, Section 14, Section 15, Section 16, and Section 17.

16.10. Rules of Interpretation. For purposes of this Platform Agreement: (a) words importing the singular include the plural and vice-versa, (b) references to “Sections,” “subsections,” and other subdivisions without reference to a document are to designated Sections, subsections, and other subdivisions of this Platform Agreement, unless otherwise expressly set forth in this Platform Agreement, (c) the words “hereof,” “herein,” “hereunder,” and words of similar import, when used in this Platform Agreement, refer to this Platform Agreement as a whole and not to any particular provision of this Platform Agreement, (d) the terms “include,” “includes,” and “including” will be deemed to be followed by the words “without limitation,” (e) the term “or” will be deemed to be used in the inclusive sense of “and/or,” unless the context requires otherwise, (f) the headings contained in this Platform Agreement are for reference purposes only and will not affect the meaning or interpretation of this Platform Agreement, (g) any consent or approval that may be given by a party may be given or withheld in the party’s sole and absolute discretion, unless otherwise expressly set forth in this Platform Agreement, and (h) all references in this Platform Agreement to days, months, or years means calendar days, calendar months, or calendar year, unless otherwise expressly set forth in this Platform Agreement.

16.11. Entire Agreement. This Platform Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior communication, correspondence, and instruments in their entirety.

17. Definitions.