Terms of Service

A. Overview

This Terms of Use Agreement ("Agreement") governs your use of the digital products and services offered by Moovila Inc. ("Moovila," "we" or "us"), including the mobile application MOOVILA (the "App"), the website www.Moovila.com (including any related sub-site, service, feature or functionality) (the "Site"), and any other products of Moovila that display this Agreement (collectively with the App and the Site, the "Services"). This Agreement constitutes a legal agreement between you and Moovila.

By viewing, interacting with, creating an account, providing content or information to, or otherwise using the Services, you signify that you have read, understood and agree to be bound by this Agreement. If you do not wish to be bound by this Agreement, you must not use or access (or continue to access) the Services. Your use of the Services is also governed by our Privacy Statement, which is incorporated into this Agreement by reference.

We reserve the right, in our sole discretion, to modify, update, or otherwise change this Agreement at any time.  By using the Services after such changes are posted, you agree to be bound by the changes.  This Agreement was last modified on June 4, 2018.

B. Your Account

1. License: Subject to the terms of this Agreement and any additional terms displayed on the Site or as provided to you, we grant you a limited, non-exclusive, non-transferable and revocable license to use our Services and the content available on the Site or in the App for your personal or commercial use.  

2. Eligibility: By using the Services, you agree that you are at least eighteen (18) years of age and fully capable of entering into a legally binding contract.  You may not provide inaccurate or incomplete information when creating or maintaining an account with us, and must update your information if it changes.

3. Privacy: By creating a profile in the Services, you understand and agree that information in that profile can be displayed publicly to other users who are within your organization, on a shared team, or are consuming content you have published to the public at large, and used in a manner consistent with our Privacy Statement.

4. Cancellation of Accounts and Change of Features: You or Moovila may cancel your account at any time.  To cancel your account, please email us at support@moovila.com with the following subject line: Cancellation of Account.  Moovila, in its sole discretion, may close user accounts, suspend account activity, change features associated with the account or the Services, or change eligibility requirements at any time – with or without cause or notice.  Cancellation of your account terminates your license to use the Services, but does not terminate your obligations under this Agreement (including any existing payment obligations) other than any obligation to pay for future Services. 

5. Account Use and Password: You are responsible for keeping your account name and password confidential.  You are responsible for any use of your account or the Services by anyone using your account password, email address, or other personal identifier.  Thus, if for any reason you suspect that your account password or other identifying information has been compromised, you should contact Moovila immediately.

6. Contact: By creating an account, you agree that Moovila may contact you by email, postal mail, phone, text or other methods, regarding updates, discounts, and other information pertaining to the Services. 

C. Submission and Sharing of Your Content

The Services allow you to submit content to us and the Services, including but not limited to comments, photos, videos, and links to other websites, and to share that content with other users of the Services.  Please note that there are certain restrictions on your use of the Services relating to such content.

 

1. Standards: You agree not to submit any content that: (a) infringes on any third-party intellectual property, publicity, privacy, moral (droit moral) or other legal rights; (b) violates any applicable law or regulation; (c) is defamatory, threatening, harassing, obscene, offensive, harmful to minors, or child pornographic; (d) is false or misleading; (e) promotes or is likely to cause physical or emotional harm in any way; (f) offers to sell illegal goods or services; (g) contains any viruses, Trojan horses, worms or other harmful components (including, but not limited to, computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information); (h) constitutes unsolicited junk or bulk messages ("spam"); (i) contains private information, such as Social Security Numbers, passwords, credit cards numbers, health information, or other sensitive personal information; or (j) is tortious or criminal.

2. Compliance with Laws: You may not use the Services for any unlawful or discriminatory activities. You agree that your use of the Services will comply with all applicable laws and regulations, and that it is your responsibility to determine if your use of the Services complies with such laws and regulations.  You agree that Moovila is not responsible if you use the Services in a manner that does not comply with applicable laws and regulations, and you agree to defend and indemnify Moovila in the event of a legal claim arising from or relating to your unlawful use of the Services.

3. License: You retain all ownership and copyrights in the content that you submit to us or the Services.  By submitting content for publication to a global audience (i.e. outside of your organization, teams and/or communities), herein after referred to as Global Content, you grant Moovila a license to use it as part of the Services, use it for our internal purposes (including but not limited to review to ensure compliance with this Agreement), and use it to promote Moovila and for such other uses as Moovila determines (collectively, the "Uses"). More specifically, by submitting Global Content to us, you agree that we have a perpetual, non-exclusive, worldwide, royalty-free, irrevocable, fully and freely assignable and sub-licensable license to use the content for the Uses – including, but not limited to, the rights to use, display, publish, translate, reproduce, distribute, modify, prepare derivative works based upon, and perform publicly your content (or any part thereof) online and offline in any form, media or technology now known or hereafter devised for purposes of the Uses.  You further agree that Moovila and its licensees have the right to use your name and likeness in connection with Moovila’s publication, display, modification, distribution or other use of such content for purposes of the Uses.  Moovila is free to use any ideas, techniques, inventions, concepts, know-how, or other Global Content that you provide to Moovila (whether directly or through its third party service providers) for purposes of the Uses without compensation or remuneration.  You agree that in the event that we sell or transfer our company, in whole or in part, the license that you granted us in this section may be sold or transferred as well without further approval by you, and that the Uses would then become the Uses of our transferee or successor.

 

4. Warranty / Indemnity: You warrant and guarantee that you own all intellectual property, proprietary, privacy, publicity, moral (droit moral) and other rights to any content that you submit.  You further agree to defend, indemnify, and hold us harmless against any and all claims relating to (i) any content that you submit to us or the Services; (ii) any communications you send through or using the Services, and/or (iii) your products or services.

 

5. Monitoring of Content / Removal: You agree that Moovila has no responsibility to monitor, review, edit, remove or control any content or other information that you or others submit to us and/or the Services. You further agree that Moovila may, in its sole discretion, review, modify, remove or refuse to accept any content for any reason. We may also decline to modify or remove content that you submitted, despite your request. In addition, please be aware that we may not be able to modify or remove certain content, including without limitation content that has been distributed to or relied on by third parties.

 

6. Release: You agree to release Moovila (including without limitation, for purposes of this Section C.6 of the Agreement, the officers, directors, employees, partners, limited partners, shareholders, owners, members, affiliates, subsidiaries, successors, assigns, licensors, licensees, third party contractors, agents, attorneys and representatives of Moovila) from any and all liability and obligations whatsoever in connection with or arising from Moovila’s use or non-use of content submitted by you or any third party.

 

7. Privacy: Other than as set forth in the Privacy Statement, Moovila may treat any submission of Global Content and/or communication between you and Moovila as non-confidential and non-proprietary.  In particular, emails, comments, posts, videos, images, blog entries, and other submissions of content to us or the Services, will not be considered confidential and may be viewed by others worldwide.  Specifically, you understand and agree that posts to the Services are publicly available and may be viewed by others.  You are solely responsible and liable for the consequences of posting Global Content through or using the Services.

 

8. No Endorsement / Recommendation: Moovila does not endorse, recommend, or take any responsibility for any content submitted to the Services by any third-party (including you), even if Moovila displays such content.

D. Reporting Abuse / Copyright Infringement - DMCA Notifications

1. Abuse: If you believe that someone is violating this Agreement please notify us immediately at efenno@fennolaw.com with details of the alleged violation.

2. Copyright Infringement / DMCA: If you believe in good faith that your copyrighted work has been reproduced through the Services without authorization in a way that constitutes copyright infringement, please send a notice of copyright infringement containing the following information to Moovila’s designated copyright agent (listed below):

a. Identification of the work or material being infringed.

b. Identification of the material that is claimed to be infringing, including its location, with sufficient detail so that Moovila is capable of finding it and verifying its existence.

c. Contact information for the notifying party (the "Notifying Party"), including name, address, telephone number, and email address.

d. A statement that the Notifying Party has a good faith belief that the material is not authorized by the copyright owner, its agent or law.

e. A statement made under penalty of perjury that the information provided in the notice is accurate and that the Notifying Party is authorized to make the complaint on behalf of the copyright owner.

f. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed.

Moovila’s designated copyright agent is: Edward Fenno.  Mr. Fenno can be reached by email at: efenno@fennolaw.com or by United States Postal Mail at: Edward Fenno, Fenno Law Firm, LLC, 171 Church Street, Suite 160, Charleston, South Carolina 29401. This contact information is only for suspected copyright infringement by Moovila.  Contact information for other Moovila matters is provided elsewhere on this Terms of Use or in the Services.

 

E. Intellectual Property

All content included in or through the Services, such as text, photos, logos, video, graphics, sound, computer code, and the arrangement and selection of such content, is protected by copyrights, trademarks, and/or other intellectual property rights of MOOVILA and/or its third-party content providers. The trademarks “MOOVILA”, “SMARTTASK” and “MOOVILA.COM,” as well as the business names, logos, slogans, trade dress and all other marks on the Services are trademarks of Moovila or its third-party content providers.

No portion of the Services may be republished, reproduced, duplicated, copied, uploaded, downloaded, posted, transmitted, modified, sold, or otherwise exploited for any purpose that is not expressly permitted by Moovila. In the event of any permitted copying, redistribution, or publication of copyrighted material, no changes in or deletion of trademarks, author attribution or copyright notices may be made. You acknowledge that you do not acquire any ownership rights by downloading material from or accessing the Services.

F. Disclaimer with Respect to Contractors, Retailers, and Other Third Parties

We do not endorse any third-party websites, content, information, materials, products or services (even if referenced or included in the Services). The Services may allow you to access third party sellers, such as Amazon.com, to purchase products or services. You understand and agree that Moovila is not responsible for your transactions with these third parties or for any aspect of the products or services you purchase from third parties. If you access, use or purchase any third-party content, website, information, materials, products or services, you do so at your own risk and you agree that Moovila will have no liability arising from your access, use or purchase of those items.

Moovila has not reviewed all of the sites, or content of sites, that may be accessed from or linked to the Services. Moovila is not responsible for the content of any pages or Internet images, information, or data, which are not contained on the Services. Viewing of any and all other websites shall be at your own risk.

Moovila specifically disclaims all responsibility for the actions or inactions of contractors, subcontractors, retailers, sellers, service providers, developers and hosts, freelancers, licensors, licensees and other third parties that may contract with Moovila or its affiliates or may provide content, information, materials, products or services to or through the Services.

You agree that your sole course of action with respect to such third parties will be against them directly. You further agree that you will abide by the terms of use and privacy statements, if any, that these third parties have provided for their website or services, but that in the event of a conflict between their terms and this Agreement, this Agreement applies.

G. Assumption of Risk

Some of the content available on the Service may provide instructions, guidance or suggestions for completing projects or performing other activities.  Please note that some of these activities may carry a risk of physical or emotional injury or property damage.  YOU ASSUME THE RISK AND ARE SOLELY RESPONSIBLE FOR DETERMINING THE SUITABILITY OF ANY INSTRUCTIONS, SUGGESTIONS, GUIDANCE, PRODUCTS, SERVICES, MATERIALS OR PROCESSES AVAILABLE TO YOU ON OR THROUGH THE SERVICES.  Other than as explicitly set forth in the Services, Moovila does not assume and hereby disclaims any liability to any party for any injury, loss, damage, or disruption arising out of the use of any content found on or through the Services, whether resulting from negligence, accident or any other cause, and Moovila makes no representations or warranty, express or implied, with respect to the content found on or through the Services.

 

OUR DISCLAIMERS UNDER THESE TERMS EXTEND, WITHOUT LIMITITATION, TO ANY CONTENT OR MATERIALS USED FOR THE FABRICATION OF PHYSICAL MATERIALS.  PRODUCTS, SERVICES OR MATERIALS USED IN THE MANUFACTURE OF ANY PHYSICAL MATERIALS MAY ONLY BE SUITABLE FOR DECORATIVE PURPOSES, MAY NOT BE SUITABLE FOR USE FOR PERSONS UNDER THE AGE OF 13 (E.G., MAY NOT BE SUITABLE AS CHILDREN’S TOYS OR PRODUCTS) AND MAY NOT BE SUITABLE FOR THE HANDLING OF CONSUMMABLES SUCH AS FOOD OR DRINK. AMONG OTHER THINGS, SUCH UNSUITABLE PRODUCTS AND MATERIALS SHOULD NOT BE USED FOR CONSUMMABLES OR TOYS, BE GIVEN TO CHILDREN OR COME IN CONTACT WITH ELECTRICITY, FOOD OR LIQUIDS AND SHOULD BE KEPT AWAY FROM HEAT.

 

TO THE EXTENT THAT THE CONTENT RELATES TO PHYSICAL ACTIVITY, Please consult your physician and follow all health and safety instructions before beginning any exercise program or nutritional program.  The content is provided for educational and information purposes only, does not contain medical advice, and is not intended to be a substitute for professional medical advice, diagnosis or treatment.  If you experience any pain, weakness, nausea, shortness of breath, or other symptoms, stop and consult your healthcare provider. Never disregard professional medical advice or delay seeking it because of something you read in the Services.  Please read all information provided on any product labels before using any products.

H. Prohibition on Use / Enforcement of Terms

Moovila may at any time, for any reason, prohibit your further use in whole or in part of the Services. We may also take any action that we deem necessary to enforce this Agreement, and to protect against unlawful or improper use of the Services. You hereby expressly agree to waive any and all claims you may have (whether currently in existence and/or arising hereafter) against Moovila for any failure by us to enforce this Agreement, whether against you or a third party. Moovila’s failure to act in a particular circumstance does not waive its right to act with respect to that circumstance or other circumstances.

I. Access Limits

Without Moovila’s express consent, you may not frame any pages from the Services, place pop-up windows over pages of the Services, or otherwise affect the display of the Services. Moovila grants you permission to link to the Site (without framing it) or the Services, but may revoke this permission at any time for any reason.

Under no circumstances may you: (i) derive or attempt to derive the source or object code, source files or structure of the Services or their content by reverse engineering, disassembly, decompilation or any other means; (ii) copy, index, monitor, crawl, or scrape (or use a device or program that does any of those things) the Services or any information relating to the Services (including information about other users); (iii) attempt to access the accounts of others, or attempt to penetrate security measures of the systems of Moovila or its affiliates or contractors ("hacking"), whether or not the intrusion results in corruption or loss of data; (iv) restrict or inhibit any other subscriber or user from using the Services (v) transmit to Moovila or by means of the Services any unauthorized or unsolicited advertising, junk or bulk e-mail, or any other form of unauthorized or unsolicited transmission; (vi) interfere with or disrupt the Services; (vii) remove, modify, disable, block, obscure or otherwise impair any advertising in connection with the Services; (viii) use the Services to violate any applicable law or third-party rights, terms of service/use or policies; (ix) attempt to circumvent our fee structure; or (x) engage in any other conduct which, in our sole discretion, exceeds the scope of the license granted to you hereunder or which interferes with or affects the Services.

J. Parental Control Provisions

Pursuant to 47 U.S.C. § 230(d), as amended, we hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at Get Net Wise, www.getnetwise.org.

K. Disclaimer of Warranties and Limitations of Liability

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Moovila (including without limitation, for purposes of this Section K of the Agreement, Moovila and its officers, directors, employees, shareholders, partners, limited partners, owners, members, agents, affiliates, subsidiaries, successors, assigns, licensors, licensees, third party contractors, attorneys and representatives and any other parties involved in creating, producing or delivering the Services or any of the content, products or services available on or through the Services) HEREBY DISCLAIMS ALL EXPRESS AND/OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

WITHOUT LIMITING THE FOREGOING, MOOVILA MAKES NO AND DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (i) AS TO THE OPERATION OF THE SERVICES, (ii) AS TO THE INFORMATION, CONTENT, MATERIALS, SERVICES OR PRODUCTS INCLUDED ON OR AVAILABLE THROUGH THE SERVICES; (iii) THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (iv) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION, CONTENT, SERVICE, OR MERCHANDISE PROVIDED ON OR THROUGH THE SERVICES; (v) THAT THE CONTENT OF THE SERVICES DOES NOT INFRINGE ON THE RIGHTS OF YOU OR THIRD PARTIES; AND/OR (vi) THAT THE SERVICES, THEIR SERVERS, OR E-MAIL SENT FROM OR ON BEHALF OF MOOVILA ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

MOOVILA DOES NOT GUARANTY THE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SERVICES. THE OPERATION OF THE SERVICES MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE THE CONTROL OF MOOVILA.

YOU AGREE THAT MOOVILA IS NOT RESPONSIBLE FOR YOUR COMPLIANCE WITH OR BREACH OFANY LICENSE OR TERMS OF USE OR POLICIES OF ANY THIRD PARTIES OR ANY THIRD PARTY SERVICES OR ANY LAWS, REGULATIONS OR RULES.

THE SERVICES ARE NOT A SUBSTITUTE FOR YOUR OWN JUDGMENT OR INDEPENDENT PROFESSIONAL TESTING, DESIGN, ESTIMATION OR ANALYSIS. YOU ARE RESPONSIBLE FOR YOUR ACCESS TO AND USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE SERVICES AND THE SELECTION OF THE CONTENT TO ACHIEVE YOUR INTENDED RESULTS. YOU ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF YOUR PROCEDURES FOR TESTING THE RELIABILITY, ACCURACY AND COMPLETENESS OF RESULTS OF THE SERVICES AND CONTENT AVAILABLE ON OR THROUGH THE SERVICES.

YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL MOOVILA BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES (OTHER THAN DIRECT DAMAGES) THAT RESULT FROM YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS THE SERVICES (INCLUDING ANY CONTENT ON THE SERVICES), INCLUDING BUT NOT LIMITED TO RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM THE SERVICES AND/OR DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO MOOVILA’S RECORDS, PROGRAMS, OR SERVICES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), INFRINGEMENT, OR ANY OTHER BASIS – EVEN IF MOOVILA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY. WITH RESPECT TO DIRECT DAMAGES, YOUR REMEDY IS LIMITED TO A MAXIMUM OF A REFUND OF YOUR PAYMENTS TO MOOVILA DURING THE PRECEDING TWELVE (12) MONTHS AND DISCONTINUANCE OF USE OF (AND ANY MEMBERSHIP IN) THE SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, INFORMATION, MATERIALS, PRODUCTS AND OR SERVICES AVAILABLE ON OR THROUGH THE SERVICES.

THESE DISCLAIMERS AND LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

L. Defense / Indemnification

You agree to defend, indemnify, release and hold harmless Moovila (including without limitation, for purposes of this Section L of the Agreement, Moovila, and its officers, directors, employees, shareholders, partners, limited partners, owners, members, agents, affiliates, subsidiaries, successors, assigns, licensors, licensees, third party contractors, attorneys and representatives and any other parties involved in creating, producing or delivering the Services or any of the content, products or services available on or through the Services) from all liabilities, claims and expenses, including attorney’s fees and costs, that arise from, concern, or are connected with your use or misuse of the Services or any content that you submit to or obtain from the Services.  Moovila reserves the right to assume the defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Moovila.

M. Severability

The provisions of this Agreement are intended to be severable. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or un-enforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

N. Governing Law and Jurisdiction

You agree that the laws of the State of South Carolina will govern this Agreement and your use of the Services. The state and federal courts of Charleston, South Carolina, shall have exclusive jurisdiction over any litigation that may arise out of, or be related to, this Agreement and/or your use of the Services. You agree to waive any objection based on forum non conveniens or any objection to venue in Charleston, South Carolina, of any such action.

O. International Use

Moovila makes no representation that the Services (including the content, services or products provided on or through them) are appropriate for or available to locations outside the United States of America; and using the Services from territories where it is illegal to do so is prohibited. Any offer for a product or service through the Services is void where prohibited. Use of the Services is done at your own risk and you are responsible for compliance with all local laws, including all applicable laws regarding the transmission of technical data exported to or from the United States or the country in which you are located.

P. Security

We have taken the highest precautions to attempt to prevent security breaches in our Services. All content is maintained in encrypted form (both in transit and at rest) and Moovila does not access customer content except as requested by customer to enable support; or as necessary to comply with applicable law or legal proceedings; or to investigate, prevent or act against suspected abuse, fraud or violation of this Agreement. Nonetheless, no computer networks are fully secure against third party hackers.  You agree to notify us immediately of any potential security breach of which you are aware.  In the event of a security breach that may affect you or anyone on your contact lists, we will notify you of the breach and provide a description of what happened; and, if we request it, you will promptly forward such information to the people on your contact lists.

Q. Assignment

You agree that this Agreement and all rights and licenses provided to Moovila under this Agreement are fully and freely assignable and sub-licensable by Moovila without further compensation or notice to you. You may not assign your rights or obligations under this Agreement to anyone else.

R. Integration and Modification

Except as otherwise specified herein or in a written agreement signed by Moovila, this Agreement constitutes the entire agreement between you and Moovila with respect to the Services, and supersedes all prior or contemporaneous communications or proposals between you and Moovila with respect to the Services. You may not modify this Agreement other than by obtaining Moovila’s signed, written consent to such a modification.

S. Notice / Contact

Moovila can be contacted at support@moovila.com. 

 

Legal notices shall be sent to Moovila Inc. at the following address: 300 West Coleman Blvd, Suite 201, Mount Pleasant, SC 29407 and efenno@fennolaw.com. Notice will be considered given upon receipt.

 

Moovila is entitled to assume that any address information that you provide to us is correct, and Moovila may contact you at such address. Notice to you will be considered given when sent.

 

Copyright © 2019, Moovila Inc. All rights reserved.