# Terms The following agreements govern your relationship with Movatic. Please contact for questions. * [Platform Terms of Service](/platform-tos) - Governs administrative use of the Movatic platform. * [User App Terms of Service](/user-app-terms-of-service) - Governs user's usage of the Movatic app. * [Privacy Policy](/privacy-policy) - Governs how Movatic collects and uses data. * [Hardware Purchase Agreement](/hardware-purchase-agreement) - Governs purchases of hardware through Movatic from our Manufacturing partners. * [Custom Development Services & License Agreement](/branded-apps-and-custom-development) - Governs any customer development or feature modification. This agreement is used for the building of branded apps. * [Branded App - Custom Development SOW](/branded-app-custom-development) - Movatic's standard branded app SOW. * [Reseller Terms](/reseller) - Governs Movatic relationship with any reseller of the Movatic platform. # Platform Terms of Service These Terms and Conditions for Administrative Users (these "**Terms**") are an agreement between you (" **Admin User**" or "**you**") and Movatic, Inc., a Delaware corporation (the "**Company**", " **we**", "**us**" or "**our**") for development, implementation, ongoing operation, use and maintenance of a mobility system (the "**System**") within the Movatic mobile application on the applicable mobile platform and certain functionality provided through the Company's website (including all related documentation, the "**Application**"). The Application is licensed, not sold, to you by the Company. You also agree to use designated hardware ("**Hardware**") from the manufacturer we mutually agree upon ("**Manufacturer**") in the implementation of the Application. BY CLICKING THE "AGREE" BUTTON, USING THE APPLICATION OR BEGINNING THE DEVELOPMENT OF THE SYSTEM, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; AND (B) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK THE "AGREE" BUTTON OR USE THE APPLICATION OR BEGIN THE DEVELOPMENT OF THE SYSTEM. 1. **License Grant.** Subject to the terms of these Terms, Company grants you a limited, non-exclusive, and nontransferable license to use the Application for your use in developing, implementing, operating and maintaining the System strictly in accordance with the Application's documentation, intended use and these Terms; and 2. **License Restrictions.** You shall not: (a)Copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application, except as expressly permitted by this license; (b) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof; (c) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof; (d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; (e) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application; or (f) use the Application in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems or any mobility products or systems other than the Hardware. 3. **Reservation of Rights.** You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under these Terms, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under these Terms. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms. In addition, Company reserves the right to Relist and you hereby agree to the Relisting of all assets such as applications, platforms, information gathered from these applications and platforms, and User Data as defined below in other network applications. For purposes of this Agreement, Relisting shall mean Company’s right to list and use these assets as described in this Section on other third party websites or services, even if competitive with Admin User, without Admin User’s prior written consent. 4. **Fees; Payment.** (a) Company shall collect fees on your behalf as set by the Admin User from end users of the System (the "**Fares**") through third-party payment processing agents selected by Company from time to time (each, a "**Payment Processor**"). Company shall promptly remit those payments, in a manner consistent with Company's standard collection and payment terms, to Admin User or its designee, less the Fee (as defined below). Notwithstanding the foregoing, Company may delay the payment and processing of any Fees from a Payment Processor to Admin User for up to thirty-one (31) days to ensure availability and collection and processing of funds. (b) You hereby agree to Company automatically debiting an Admin User’s invoice for all Fees (as defined below). This Agreement expressly allows Company the right to automatically debit an Admin User’s invoice for all Fees (as defined below), including but not limited to license fees without notice to Admin User and without further consent from Admin User. Admin User shall not revoke Company’s rights to automatically debit an Admin User’s account and Admin User does not have the right to revoke Company’s rights to automatically debit an Admin User’s account unless this Agreement is terminated pursuant to the terms of this Agreement. The Admin User shall pay to Company a fee (the " **Fee**") in the form of commissions on digital fares purchased by end users' use of the System during such period, calculated as follows: (i) the Fares collected, minus (ii) any fees due or paid to the Payment Processor as a result of collection of the Fares, minus (iii) a fee as set forth in Company's User Fee Table, as may be published and amended from time to time by Company in its discretion, minus (iii) any amounts related to the costs or expenses passed through by the Payment Processor or resulting from the end users' use or non-use of the System during such period, including transaction fees, refunds, credits, chargebacks, or other make-goods granted. Additionally, Company may maintain a reasonable hold back for refunds that may be issued in a later month. Gross of a Rental shall be defined as the amount minus all platform and processing fees. (c) Company shall provide Admin User prompt notice of amendments to the Company's User Fee Table, which shall be made from time to time in the Company's sole discretion as its business needs dictate. Company shall attempt to provide no less than thirty (30) days' notice of amendments to the fees due or paid to the Payment Processor and in the event the Payment Processor provides Company with less than 30 days' notice, Company shall provide Admin User with commercially reasonable advanced notice. In connection with the foregoing, Company shall comply with applicable Card Networks' Operating Rules (i.e., applicable PCI standards, if any), as the same may be amended from time to time; *provided*, *however*, that you acknowledge and agree that Company uses the services of Payment Processors who, as between Company and such third party, shall be solely responsible for their acts and omissions. Company shall provide the Admin User access to an online reporting system for monitoring the calculation of the Fee. (d) Company shall charge Admin User a transaction fee per each transaction on the total value of each transaction (before Payment Processor fees, inclusive of holds) that occurs due to Admin User's, or an Admin User's end user's use of the System ("Transaction Fee"). Company does not receive any Payment Processor fees paid by Admin User, and Admin User shall be responsible and agrees to pay any Payment Processor fees selected by Company. Company shall charge Admin User a Transaction Fee of 3.1%. Admin User hereby agrees to all Transaction Fees charged by Company for Admin User's and Admin User's end user's use of the System. (e) Company shall provide Admin User prompt notice of amendments to the Company's User Fee Table, which shall be made from time to time in the Company's sole discretion as its business needs dictate. Company shall attempt to provide no less than thirty (30) days' notice of amendments to the fees due or paid to the Payment Processor and in the event the Payment Processor provides Company with less than 30 days' notice, Company shall provide Admin User with commercially reasonable advanced notice. Company shall provide Admin User notice by posting to the System or by using the contact information provided by Admin User in the Master Service and License Agreement. In connection with the foregoing, Company shall comply with applicable Card Networks' Operating Rules (i.e., applicable PCI standards, if any), as the same may be amended from time to time; provided, however, that you acknowledge and agree that Company uses the services of Payment Processors who, as between Company and such third party, shall be solely responsible for their acts and omissions. Company shall provide the Admin User access to an online reporting system for monitoring the calculation of the Fee. 5. **Collection and Use of Information;** Privacy and Security. You acknowledge that when you or end-users interact with the Application, including to implement, operate, use and maintain the System, Company may use automatic means (including, for example, cookies and web beacons) to collect information about the device(s) used to access the Application and about your use and the use by end-users of the Application, and that you and end-users may also be required to provide certain information about yourself or themselves as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you or them with opportunities to share information about yourself or themselves with others (collectively, "**User Data**"). All User Data is treated as our confidential information and together with other information we collect through or in connection with the Application is subject to our Privacy Policy: (our "**Privacy Policy**"). By using the Application, you agree to the terms of our Privacy Policy and our use of your name and logo within the Application. The Company agrees to maintain commercially reasonable industry-standard safeguards to protect User Data as set forth in the Privacy Policy. 6. **Content and Services.** In connection with your development, implementation, operation and maintenance of the System, the Company will provide you with access to the Company's website located at [https://movatic.co/](https://admin.movatic.co/) (the "**Website**") and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Application may be hosted on the Website (collectively, "**Content and Services**"). Your access to and use of such Content and Services are governed by these Terms and our Privacy Policy [ https://legal.movatic.co/privacy-policy](< https://legal.movatic.co/privacy-policy>), which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use and Privacy Policy and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Application's features and functionality. Any violation of such Terms of Use will also be deemed a violation of these Terms. 7. **Geographic Restrictions; Compliance with Laws.** The Application is based in, and provided from, the state of Michigan in the United States. You acknowledge that you may not be able to, or may not be permitted by local law, to access all or some of the Application's functionality outside of the United States. Further, access to the Application, System and/or Hardware may not be legal by certain persons or in certain countries. If you access, or provide access to, the Application, System and/or Hardware from outside the United States, you are responsible for compliance with local laws, rules and regulations and the use of the Application by those you provide access to. 8. **Updates.** Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "**Updates**"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your settings of the device(s) used to access the Application: (a) the Application will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so or may continue to operate improperly if Updates are designed to remedy an issue in the Application. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of these Terms. 9. **Third-Party Materials.** The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("**Third-Party Materials**"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof,. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions. 10. **Term and Termination.** The term of these Terms commences when accept these Terms as set forth above and these Terms will continue in effect until terminated unilaterally by either party at any time in their sole and absolute discretion. Sections 3, 11, 12, 13, or 19 shall survive termination or expiration of these Terms. 11. **Disclaimer of Warranties.** THE APPLICATION IS PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT ANY OTHER WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. \ SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. 12. **Limitation of Liability.** TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE HARDWARE, CONTENT OR SERVICES FOR LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.\ DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT OF FEES PAID TO US BY YOU IN THE PAST TWO (2) MONTHS PRECEDING THE DATE OF THE CLAIM GIVING RISE TO SUCH DIRECT DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. 13. **Indemnification.** You agree to indemnify, defend, and hold harmless Company and its members, managers, officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of these Terms, including but not limited to the content you submit or make available through this Application. 14. **Export Regulation.** The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US. 15. **Hardware.** You acknowledge that the Hardware is not provided by the Company and that Company has no responsibility or liability for the Hardware purchase by you and/or used by any Application end users. You are solely responsible for assuring that the Hardware and its sale, rental, license, purchase and use is in compliance with all applicable foreign and federal laws, regulations, and rules, whether with respect to exporting, re-exporting, importing, releasing, or otherwise. 16. **US Government Rights.** The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors. 17. **Severability.** If any provision of these Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect; provided, however, that if any fundamental term or provision of these Terms, is invalid, illegal, or unenforceable, the remainder of these Terms shall be unenforceable. 18. **Governing Law.** These Terms are governed by and construed in accordance with the internal laws of the State of Michigan. 19. **Limitation of Time to File Claims.** ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. 20. **Entire Agreement**. These Terms and the Company's Privacy Policy constitute the entire agreement between you and Company with respect to the Application and the System and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application and the System. Notwithstanding the foregoing, Manufacturer may impose terms and conditions (" **Manufacturer Terms**") in addition to these Terms (provided that in the event of a conflict between the Manufacturer Terms and these Terms, these Terms shall control). Admin User shall have the right to require its end users to agree to terms and conditions ("**Admin User Terms**") in addition to these Terms and the End User License Agreement between Company and such end users (provided that in the event of a conflict between the Admin User Terms and these Terms, these Terms shall control, and in the event of a conflict between the Admin User Terms and the End User License Agreement, the End User License Agreement shall control). 21. **Waiver**. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between these Terms and any applicable purchase or other terms, the terms of these Terms shall govern. 22. **Amendments.** These Terms may be amended from time to time by Company, but any changes to this Agreement will not be binding on Admin User unless Admin User affirmatively assents to the applicable changes. No purchase order or other administrative document will amend these Terms, even if accepted by the receiving party without objection. # User App Terms of Service **IMPORTANT: READ THESE TERMS OF SERVICE CAREFULLY BEFORE DOWNLOADING, INSTALLING, COPYING, OR USING THE APPLICATION AND DOCUMENTATION TO WHICH THIS AGREEMENT RELATES. BY DOWNLOADING, INSTALLING, COPYING OR USING THE APPLICATION AND DOCUMENTATION YOU CONFIRM THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, ACCEPT THEM AND AGREE TO BE BOUND BY AND COMPLY WITH ALL OF THESE TERMS AND CONDITIONS BY CLICKING THE “I AGREE” CHECKBOX WHEN CREATING AN ACCOUNT. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS BELOW, DO NOT DOWNLOAD, INSTALL, COPY OR USE THE APPLICATION AND DOCUMENTATION AND PROMPTLY DELETE THE APPLICATION.** 1\. Parties. These Terms of Service (“Agreement”) are between Movatic, Inc., a Delaware corporation with offices at 330 East Liberty, Lower Level, Ann Arbor, MI 48104 (“Movatic”, “us” or “we”) and the party accepting this Agreement by clicking the “I agree” checkbox when creating an account (“User”). This Agreement outlines the terms and conditions under which Movatic licenses to User the mobility application developed by Movatic (the “Application”). This Agreement applies to updates or supplements to the original Application provided by Movatic, unless other terms are provided along with the update or supplement. 2\. License. The Application includes an application component(s) that are installed on User’s mobile devices. Subject to User’s compliance with the terms of this Agreement, Movatic grants User a non-exclusive and non-transferable license to install and use for the licensed term defined in the User’s agreement with the Customer (as defined below). The Application is only for User’s personal use and only under the User’s account. Creation of an account is required for the User to access the Application and a User may not use the Application from any account other than the account they create unless otherwise set forth herein. User shall not use the Application in excess of or beyond the feature set(s), license term, or other restrictions and limitations described in this Agreement or an applicable order for the Application. User may use any user documentation provided by Movatic for the Application (“Documentation”) as required to exercise the rights granted in this Section. User may not use the Application or Documentation except as expressly set forth in this Agreement, and Movatic reserves all rights not expressly granted to User by this Agreement. This Agreement is not a sale of the Application or Documentation or any copy thereof and remains subject to the agreement Movatic has with the local mobility service provider with which you contract for access to applicable hardware and services (the “Customer”) of the Application (the “Customer Agreement”). Other than as set forth in Section 6, 7 and 10 below, to the extent User’s use of the Application under the terms of this Agreement conflicts with the terms in the User’s Agreement with the Customer, the User’s Agreement with the Customer governs. 3\. Restrictions. User may use the Application and Documentation for their personal use of the services specified by Customer only and not by, or for the benefit of, any affiliate, subsidiary, parent company, or any other third party, nor may the Application be used for service bureau services. User may physically transfer the Application from one mobile device to another only if the Application is completely removed from the previous mobile device. User shall not, and User agrees not to enable others to: remove or destroy any proprietary rights marks or legends on or in the Application or Documentation; adapt, translate, modify, enhance, or create derivative works of the Application or Documentation; assign, distribute, sublicense, rent, lease, sell, post on the Internet, or otherwise transfer or disclose the Application or Documentation in print or through any electronic or other medium to any third party; make copies of the Application or Documentation other than for archival and backup purposes; attempt to circumvent or disable the Application or any technology features or measures in the Application, including without limitation any access controls or copyright protection mechanisms, by any means or in any manner; or use the Application in any manner to aid in the violation of any third-party intellectual property rights, including without limitation copyrights, trademarks, trade secrets, and patents, or the applicable laws of any applicable jurisdictions, including without limitation libel, defamation, obscenity, and privacy-related torts. User shall have no rights with respect to any Application source code and User agrees not to reverse engineer, disassemble, decompile, or otherwise attempt to derive such source code from units of the Application provided to User under this Agreement. 4\. Confidentiality. ​User agrees to receive and hold in confidence and not disclose in any manner to any person, firm or entity, except for Customer’s employees with a need to know, the Application or any Documentation, or any other materials delivered to it or information disclosed to it under this Agreement (“Information”). “Information” includes the terms of this Agreement and pricing. User will use the Application, Documentation, and any Information delivered or disclosed to it under this Agreement only to further Customer’s use of the Application for its business purposes and not by, or for the benefit of, any other party. Upon termination of this Agreement, User shall return or destroy the Information and shall not use the Information for its own, or any third party’s, benefit. 5\. ​Ownership. Movatic is the owner or licensee of all right, title and interest, including all intellectual property rights, in and to the Application and Documentation, and any works derived from or based on the Application or Documentation. User shall implement protection measures to prevent unauthorized use and reproduction of the Application. User’s obligations regarding confidentiality and intellectual property rights shall survive termination of this Agreement. 6\. Customer Agreement – Payment; No Warranty for Customer Services. (a) By your agreement to the terms set forth herein, you hereby agree to permit Movatic to take any action necessary on the Customer’s behalf to collect the payment of fees and expenses related to your use of the Application and Customer’s associates services and products.\ (b) NotwithstandingMovatic’s authorization in Section 6(a), the support and maintenance requirements placed on Movatic related to the Application are detailed in the Customer Agreement and are solely for the benefit of Customer without any obligation to UserMOVATIC EXPRESSLY DISCLAIMS ALL RESPONSIBILITY FOR ANY HARDWARE PROVIDED TO USER BY CUSTOMER AND ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES OR PRODUCTS PROVIDED TO YOU BY CUSTOMER. 7\. Disclaimer of Warranties​. The Application is provided “as-is” without any additional warranties of any kind. THE APPLICATION IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, MOVATIC, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, MOVATIC PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. 8\. Infringement Indemnification. Movatic shall, at its sole expense, defend and indemnify User for all damages awarded by a court of competent jurisdiction, or reached through a negotiated settlement, regarding any third party claim, demand or suit alleging that User’s authorized use of the Application or Documentation infringes a third party’s U.S. patent, trademark, copyright, or trade secret (a “Claim”); provided that User: (a) promptly notifies Movatic in writing of such Claim; (b) permits Movatic to have and retain sole control over the defense and settlement of the Claim; and (c) cooperates with Movatic, at Movatic’s expense, in the defense and settlement of such Claim. If the Application becomes, or in Movatic’s sole opinion is likely to become, the subject of such a Claim, Movatic may, at its sole expense and option, procure for User the right to continue using the Application or replace or modify the Application to make it noninfringing. If neither of the foregoing alternatives is reasonably available to Movatic, then Movatic may terminate this license and grant a credit to User for the then-depreciated value of the Application (which shall depreciate by one-fifth of the software license fees per year). This Section sets forth User’s exclusive indemnification remedy, and Movatic’s exclusive indemnification obligations, for the above referenced Claims. 9\. Term and Termination. ​The term of this Agreement and the Application license granted herein shall begin on the date the Application is delivered to User and shall remain effective until the Customer Agreement is terminated or the User’s account is disabled by Customer. User may terminate the license granted above at any time by providing written notice to Movatic, at or requesting Customer deactivate User’s account and Application access. Movatic may terminate this Agreement and the license immediately, with or without notice, if User breaches this Agreement or uses the Application for a purpose other than its intended use. Upon termination of this Agreement for any reason, User shall: (a) immediately discontinue all use of the Application and Documentation; (b) return to Licensor any and all Application, Documentation, media kits, portions of media kits, and authorized copies of the Application, Documentation and media kits, whether used or unused, which refer or relate to the Application; and (c) deinstall and remove any and all copies of the Application, whether authorized or unauthorized, from any device upon which the Application has been installed by or on behalf of User. All provisions of this Agreement relating to ownership, confidentiality, and limitations of liability shall survive any termination of this Agreement. 10\. Limitation of Liability. In no event shall Movatic be liable to User in relation to this Agreement or the Application, regardless of the form of action or theory of recovery, for any: (a) indirect, incidental, consequential, special, punitive, or exemplary damages, regardless of whether Movatic has been made aware of their possibility; (b) lost profits, loss of data, or business interruption losses; or (c) direct damages in an amount in excess of the license fees paid to Customer by User but in no event in an amount to exceed $2501. Any claims relating to this Agreement shall be brought within one (1) year after the party asserting the claim knew, or reasonably should have known, of the existence of the claim. 11\. Injunctive Relief. User acknowledges and agrees that its unauthorized disclosure or use of the Application, or any other breach of its obligations under this Agreement, will cause damage to Movatic that may not be adequately compensated through money damages. As such, User expressly consents to the entry of an order for equitable remedies, including, but not limited to, temporary, preliminary and permanent injunctions to remedy any actual or threatened unauthorized disclosure or use of the Application or breach of this Agreement, by User. These remedies are cumulative and in addition to all other remedies available at law or in equity. 12\. U.S. Government Restricted Rights. The Application and Documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Application clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Application-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Movatic, Inc., 330 East Liberty, Lower Level, Ann Arbor, MI 48104. 13\. Export Restrictions​. User agrees not to export or re-export the Application to any country, person, entity or end user subject to U.S. export restrictions. User shall act in full compliance with all export control laws in regard to any Application, and shall comply with any and all restrictions or conditions imposed by the terms of any U.S. general or validated export license, authorization to re-export, or any other similar grant of authority then in effect, upon User’s use or disposition of the Application. 14\. Prerelease Application. If any component of the Application or any of its components is marked “Prerelease” or “Beta”, the component of the Application constitutes pre-release code and may be changed substantially before commercial release. You may not use such component in a live operating environment where it may be relied upon to perform in the same manner as a commercially released software product or with data that has not been sufficiently backed up. You may not disclose the results of testing, the nature or features of the Prerelease Application, or any other information about Prelease Application to any other person. 15\. Privacy Policy​. User acknowledges and agrees that when you download, install, or use the Application, Movatic may use automatic means (including, for example, cookies and web beacons) to collect information about your device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information Movatic collects through or in connection with this Application is subject to our Privacy Policy located at [https://movatic.co/privacypolicy](https://www.movatic.co/privacypolicy). By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. 16\. ​Third-Party Materials​. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that Movatic is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Movatic does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions. 17\. General Provisions. In order to ensure consistency in interpretation, this Agreement is entered into and performed in Ann Arbor, Michigan, and shall be governed by the laws of the State of Michigan (exclusive of its choice of law rules) and the federal laws of the U.S.A. Any action brought by either party related to this Agreement shall be initiated and maintained in Washtenaw County, Michigan, or in the U.S. District Court of the Eastern District of Michigan, Southern Division, and the parties expressly submit to the exclusive personal jurisdiction and venue of these courts. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision will be deemed modified so as to make it valid in a manner consistent with the intent of the parties expressed in that section. Movatic’s failure to enforce at any time any of the provisions of this Agreement shall not be construed to be a present or future waiver of such provisions. In addition, the remedies accorded Movatic are cumulative and in addition to those provided by law. User shall not assign any of its rights or obligations under this Agreement without Movatic’s prior express written consent, which may be granted or withheld at Movatic’s sole discretion. Any attempted assignment without such consent shall be void. Subject to the foregoing, this Agreement is binding upon and shall inure to the benefit of each party’s successors and authorized assigns. This Agreement, together with the Customer Agreement, constitute the entire understanding of the parties with respect to the Application and Documentation. It replaces, supersedes and merges all prior written and oral communications, representations, promises or understandings. This Agreement may be amended from time to time by Movatic, but any changes to this Agreement will not be binding on User unless User affirmatively assents to the applicable changes. No purchase order or other administrative document will amend this Agreement, even if accepted by the receiving party without objection. # Privacy Policy Last Updated 10/8/21 Movatic Inc. (“Movatic”, ”Company” or “We”) respect your privacy and are committed to protecting it through our compliance with this policy. This policy describes: The types of information we may collect or that you may provide when you purchase, download, install, register with, access, or use the Movatic mobile application (the “App”) or the Movatic website (the “Site”). Our practices for collecting, using, maintaining, protecting, and disclosing that information. This policy applies only to information we collect in the App, on the Site, and in email, text, and other electronic communications sent through or in connection with the App and the Site. This policy DOES NOT apply to information that: We collect offline or on any other Company apps or websites other than the Site, including websites you may access through the App or the Site. You provide to or is collected by any third party. Our websites and apps, and these third parties may have their own privacy policies, which we encourage you to read before providing information on or through them. Please read this policy carefully to understand our policies and practices regarding your information and how we will treat it. If you do not agree with our policies and practices, do not download, register with, or use the App or access the Site. By downloading, registering with, or using the App or by accessing the Site, you agree to this privacy policy. This policy may change from time to time. Your continued use of the App or access of the Site after we make changes is deemed to be acceptance of those changes, so please check the policy periodically for updates. Children Under the Age of 13 The App and the Site is not intended for children under 13 years of age, and we do not knowingly collect personal information from children under 13. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 13, please contact us at . Information We Collect and How We Collect It We collect information from and about users of our App and our Site: Directly from you when you provide it to us. Automatically when you use the App or the Site. Information You Provide to Us. When you download, register with, or use the App or access the Site, we may ask you provide information: By which you may be personally identified, such as name, postal address, email address, telephone number, or any other identifier by which you may be contacted online or offline (“personal information”). That is about you but individually does not identify you. This information includes: Information that you provide by filling in forms in the App or on the Site. This includes information provided at the time of registering to use the App, subscribing to our service, posting material, and requesting further services. We may also ask you for information when you enter a contest or promotion sponsored by us, and when you report a problem with the App or the Site. Records and copies of your correspondence (including email addresses and phone numbers), if you contact us. Your responses to surveys that we might ask you to complete for research purposes. Details of transactions you carry out through the App or the Site and of the fulfillment of your orders. You may be required to provide financial information before placing an order through the App or the Site. Your search queries on the App or the Site. You may provide information to be published or displayed (”Posted”) on public areas of websites you access through the App or the Site (collectively, “User Contributions”). Your User Contributions are Posted and transmitted to others at your own risk. Although you may set certain privacy settings for such information by logging into your account profile, please be aware that no security measures are perfect or impenetrable. Additionally, we cannot control the actions of third parties with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons. Automatic Information Collection and Tracking. When you download, access, and use the App or access the Site, it may use technology to automatically collect: Usage Details. When you access and use the App or the Site, we may automatically collect certain details of your access to and use of the App or the Site, including traffic data, location data, logs, and other communication data and the resources that you access and use on or through the App or the Site. Device or Computer Information. We may collect information about your mobile device or computer and internet connection, including the device’s or computer’s unique device identifier, IP address, operating system, browser type, mobile or other network information, and the device’s telephone number. Stored Information and Files. The App and the Site also may access metadata and other information associated with other files stored on your device. This may include, for example, photographs, audio and video clips, personal contacts, and address book information. Location Information. The App and the Site collect real-time information about the location of your device or computer. If you do not want us to collect this information do not download the App or delete it from your device and do not access the Site. We also may use these technologies to collect information about your activities over time and across third-party websites, apps, or other online services (behavioral tracking). Information Collection and Tracking Technologies. The technologies we use for automatic information collection may include: Cookies (or mobile cookies). A cookie is a small file placed on your smartphone or computer. It may be possible to refuse to accept mobile or other cookies by activating the appropriate setting on your smartphone or computer. However, if you select this setting you may be unable to access certain parts of our App or Site. Web Beacons. Pages of the App and our emails and our Site may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related app or web site statistics (for example, recording the popularity of certain content and verifying system and server integrity). Third-Party Information Collection When you use the App, the Site or their content, certain third parties may use automatic information collection technologies to collect information about you or your device or your computer. These third parties may include: Advertisers, ad networks, and ad servers. Analytics companies. Your mobile device or computer manufacturer. Your mobile or other network service provider. System operators and other administrators of systems or services on the App or through the Site. These third parties may use tracking technologies to collect information about you when you use the App or the Site. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites, apps, and other online services websites. They may use this information to provide you with interest-based (behavioral) advertising or other targeted content. We do not control these third parties’ tracking technologies or how they may be used. If you have any questions about an advertisement, system setup or other targeted content, you should contact the responsible provider directly. How We Use Your Information We use information that we collect about you or that you provide to us, including any personal information, to: Provide you with the App, the Site and their contents, and any other information, products or services that you request from us. Fulfill any other purpose for which you provide it. Give you notices about your account or subscription, including expiration and renewal notices. Carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection. Notify you when App updates are available, and of changes to any products or services we offer or provide though it or the Site. The usage information we collect helps us to improve our App and the Site and to deliver a better and more personalized experience by enabling us to: Estimate our audience size and usage patterns. Store information about your preferences, allowing us to customize our App and the Site according to your individual interests. Speed up your searches. Recognize you when you use the App or the Site. We use location information we collect to provide services to you. We may also use your information to contact you about our own and third parties’ goods and services that may be of interest to you. If you do not want us to use your information in this way, please adjust your user preferences in your account profile. We may use the information we collect to display advertisements to our advertisers’ target audiences. Even though we do not disclose your personal information for these purposes without your consent, if you click on or otherwise interact with an advertisement, the advertiser may assume that you meet its target criteria. Disclosure of Your Information We may disclose aggregated information about our users, and information that does not identify any individual or device or computer, without restriction. In addition, we may disclose personal information that we collect or you provide: To our subsidiaries and affiliates. To system operators and other administrators of systems or services on the App or through the Site. To contractors, service providers, and other third parties we use to support our business. To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Movatic’s assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by Movatic about our Appor Site users is among the assets transferred. To third parties to market their products or services to you if you have consented to these disclosures To fulfill the purpose for which you provide it. For any other purpose disclosed by us when you provide the information. With your consent. To comply with any court order, law, or legal process, including to respond to any government or regulatory request. To enforce our rights arising from any contracts entered into between you and us, including the EULA, the Terms and Conditions, and for billing and collection. If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Movatics, our customers or others. Your Choices About Our Collection, Use, and Disclosure of Your Information We strive to provide you with choices regarding the personal information you provide to us. This section describes mechanisms we provide for you to control certain uses and disclosures of your information. Tracking Technologies. You can set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. If you disable or refuse cookies or block the use of other tracking technologies, some parts of the App or the Site may then be inaccessible or not function properly. Location Information. You can choose whether or not to allow the App or the Site to collect and use real-time information about your device’s or computer’s location through the device’s or your other applicable privacy settings. If you block the use of location information, some parts of the App or the Site may then be inaccessible or not function properly. Promotion by the Company. If you do not want us to use your email address or other contact information to promote our own or third parties’ products or services, you can always opt-out by logging into the App or your account on the Site and adjusting your user preferences in your account profile by checking or unchecking the relevant boxes or by sending us an email stating your request to . Targeted Advertising by the Company. If you do not want us to use information that we collect or that you provide to us to deliver advertisements according to our advertisers’ target-audience preferences, you can always adjust your user advertising preferences in your account profile by checking or unchecking the relevant boxes or by sending us an email stating your request to . Disclosure of Your Information for Third-Party Advertising and Marketing. If you do not want us to share your personal information with unaffiliated or non-agent third parties for advertising and marketing purposes, you can always opt-out by logging into the App or your account on the Site and adjusting your user preferences in your account profile by checking or unchecking the relevant boxes or by sending us an email stating your request to . We do not control third parties’ collection or use of your information to serve interest-based advertising. However these third parties may provide you with ways to choose not to have your information collected or used in this way. Accessing and Correcting Your Personal Information You can review and change your personal information by logging into the App or your account on the Site and visiting your account profile page. If you delete your User Contributions from the App or the Site, copies of your User Contributions may remain viewable in cached and archived pages, or might have been copied or stored by other App or Site users. Proper access and use of information provided on the App or the Site, including User Contributions, is governed by our Terms and Conditions. Data Security We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. Any payment transactions will be encrypted. The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our App or the Site, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. Unfortunately, the transmission of information via the internet and mobile platforms is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted through our App or the Site. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures we provide. Changes to Our Privacy Policy We may update our privacy policy from time to time. If we make material changes to how we treat our users’ personal information, we will post the new privacy policy on this page with a notice that the privacy policy has been updated and notify you by email to the email address specified in your account or an in-App or on-Site alert the first time you use the App or access the Site after we make the change. The date the privacy policy was last revised is identified at the top of the page. You are responsible for ensuring we have an up-to-date active and deliverable email address for you and for periodically visiting this privacy policy to check for any changes. Contact Information To ask questions or comment about this privacy policy and our privacy practices, contact us at . GDPR NOTICE TO EU RESIDENTS: If you are an EU resident, you have certain other rights as set forth below: The right to access - You have the right to request us for copies of your personal data. We may charge you a small fee for this service. The right to rectification - You have the right to request that we correct any information you believe is inaccurate. You also have the right to request us to complete information you believe is incomplete. The right to erasure – You have the right to request that we erase your personal data, under certain conditions. The right to restrict processing – You have the right to request that we restrict the processing of your personal data, under certain conditions. The right to object to processing – You have the right to object to our processing of your personal data. We may continue to process data after such objection or request to the extent required or permitted by law. The right to data portability – You have the right, under certain conditions, to request that we transfer the data that we have collected to another organization, or directly to you. If you make a request, we have one month to respond to you. If you would like to exercise any of these rights, please contact us at our email: . Call us at: +1-616-727-8110 Or write to us: 3482 S Lyn Haven Dr. Kentwood MI 49512 USA Data Controller The data controller for this website is the Movatic, Inc. For our contact information, see the immediately above. Lawful basis for the processing Generally, we process personal information provided by visitors and users on the basis of consent. We may also process personal information on other bases permitted by the GDPR and applicable laws, such as when the processing is necessary for us to comply with our legal obligations. Information regarding the transfers of personal data outside of the European Economic Area (EEA) Our main administrative offices are based in the USA and that’s where we process personal information collected by us. The USA does not have an adequacy decision from the European Commission, which means that the Commission has not determined that the laws of the USA provide adequate protection for personal information. Although the laws of the USA do not provide legal protection that is equivalent to EU data protection laws, we safeguard your personal information by treating it in accordance with this policy. We take appropriate steps to protect your privacy and implement reasonable security measures to protect your personal information in storage. We use secure transmission methods to collect personal data through our website. We also enter into contracts with our data processors that require them to treat personal information in a manner that is consistent with this policy. Retention period for personal information How long we retain personal information varies according to the type of information in question and the purpose for which it is used. We delete personal information within a reasonable period after we no longer need to use it for the purpose for which it was collected (or for any subsequent purpose that is compatible with the original purpose). This does not affect your right to request that we delete your personal data before the end of its retention period. We may archive personal data (which means storing it in inactive files) for a certain period prior to its final deletion, as part of our ordinary business continuity procedures. How to contact the appropriate authority You have the right to file a complaint concerning our processing of your personal data with your national (or in some countries, regional) data protection authority. The EU Commission has a list here: . **CCPA Notice to California Residents** This Privacy Notice for California Residents supplements the information contained in Movatic’s (“Company”) privacy policy and applies solely to all visitors, users, and others who reside in the State of California (‘consumers’ or ‘you’). We adopt this notice to comply with the California Consumer Privacy Act of 2018 (CCPA) and any terms defined in the CCPA have the same meaning when used in this Notice. Information We Collect Our App and Site collect information that identifies, relates to, describes, references, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer, household, or device (‘personal information’). Personal information does not include: * Publicly available information from government records. * Deidentified or aggregated consumer information. In particular, our App and Site have collected the following categories of personal information from its consumers within the last twelve (12) months: | | | | | ------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- | | **Category** | **Examples** | **Collected** | | A. Identifiers. | A real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, account name, Social Security number, driver’s license number, passport number, or other similar identifiers. | YES | | B. Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e)). |

A name, signature, Social Security number, physical characteristics or description, address, telephone number, passport number, driver’s license or state identification card number, insurance policy number, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information, medical information, or health insurance information.

Some personal information included in this category may overlap with other categories.

| YES | | C. Protected classification characteristics under California or federal law. |

Age (40 years or older), race, color, ancestry, national origin, citizenship, religion or creed, marital status, medical condition, physical or mental disability, sex (including gender, gender identity, gender expression, pregnancy or childbirth and related medical conditions), sexual orientation, veteran or military status, genetic information (including familial genetic information).


| YES | | D. Commercial information. | Records of personal property, products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies. | YES | | E. Biometric information. | Genetic, physiological, behavioral, and biological characteristics, or activity patterns used to extract a template or other identifier or identifying information, such as, fingerprints, faceprints, and voiceprints, iris or retina scans, keystroke, gait, or other physical patterns, and sleep, health, or exercise data. | NO | | F. Internet or other similar network activity. | Browsing history, search history, information on a consumer’s interaction with a website, application, or advertisement. | YES | | G. Geolocation data. | Physical location or movements. | YES | | H. Sensory data. | Audio, electronic, visual, thermal, olfactory, or similar information. | NO | | I. Professional or employment-related information. | Current or past job history or performance evaluations. | NO | | J. Non-public education information (per the Family Educational Rights and Privacy Act (20 U.S.C. Section 1232g, 34 C.F.R. Part 99)). | Education records directly related to a student maintained by an educational institution or party acting on its behalf, such as grades, transcripts, class lists, student schedules, student identification codes, student financial information, or student disciplinary records. | NO | | K. Inferences drawn from other personal information. | Profile reflecting a person’s preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes. | NO |
We obtain the categories of personal information listed above from the following categories of sources: * Directly from you. For example, from forms you complete or products and services you purchase. * Indirectly from you. For example, from observing your actions on our App or Site. **Use of Personal Information** We may use or disclose the personal information we collect for one or more of the following purposes: * To fulfill or meet the reason you provided the information. For example, if you share your name and contact information to request a price quote or ask a question about our products or services, we will use that personal information to respond to your inquiry. If you provide your personal information to purchase a product or service, we will use that information to process your payment and facilitate delivery. We may also save your information to facilitate new product orders or process returns. * To provide, support, personalize, and develop our App, Site, products, and services. * To create, maintain, customize, and secure your account with us. * To process your requests, purchases, transactions, and payments and prevent transactional fraud. * To provide you with support and to respond to your inquiries, including to investigate and address your concerns and monitor and improve our responses. * To personalize your App or Site experience and to deliver content and product and service offerings relevant to your interests, including targeted offers and ads through our Site, third-party sites, and via email or text message (with your consent, where required by law). * For testing, research, analysis, and product development, including to develop and improve our App or Site, products, and services. * To respond to law enforcement requests and as required by applicable law, court order, or governmental regulations. * As described to you when collecting your personal information or as otherwise set forth in the CCPA. * To evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which personal information held by us about our consumers is among the assets transferred. We will not collect additional categories of personal information or use the personal information we collected for materially different, unrelated, or incompatible purposes without providing you notice. **Sharing Personal Information** We may disclose your personal information to a third party for a business purpose When we disclose personal information for a business purpose, we enter a contract that describes the purpose and requires the recipient to both keep that personal information confidential and not use it for any purpose except performing the contract. We share your personal information with the following categories of third parties: * Service providers. * Data aggregators. * Affiliates. ***Disclosures of Personal Information for a Business Purpose*** In the preceding twelve (12) months, Company has disclosed the following categories of personal information for a business purpose: Category A: Identifiers. Category D: Commercial information. Category F: Internet or other similar network activity. Category G: Geolocation data. We disclose your personal information for a business purpose to the following categories of third parties: * Service providers. * Affiliates. ***Sales of Personal Information*** In the preceding twelve (12) months, Company had not sold personal information. **Your Rights and Choices** The CCPA provides consumers (California residents) with specific rights regarding their personal information. This section describes your CCPA rights and explains how to exercise those rights. ***Access to Specific Information and Data Portability Rights*** You have the right to request that we disclose certain information to you about our collection and use of your personal information over the past 12 months. Once we receive and confirm your verifiable consumer request (see Exercising Access, Data Portability, and Deletion Rights), we will disclose to you: * The categories of personal information we collected about you. * The categories of sources for the personal information we collected about you. * Our business or commercial purpose for collecting or selling that personal information. * The categories of third parties with whom we share that personal information. * The specific pieces of personal information we collected about you (also called a data portability request). * If we sold or disclosed your personal information for a business purpose, two separate lists disclosing: * * sales, identifying the personal information categories that each category of recipient purchased; and * disclosures for a business purpose, identifying the personal information categories that each category of recipient obtained. ***Deletion Request Rights*** You have the right to request that we delete any of your personal information that we collected from you and retained, subject to certain exceptions. Once we receive and confirm your verifiable consumer request (see Exercising Access, Data Portability, and Deletion Rights), we will delete (and direct our service providers to delete) your personal information from our records, unless an exception applies. ***Exercising Access, Data Portability, and Deletion Rights*** To exercise the access, data portability, and deletion rights described above, please submit a verifiable consumer request to us by either: E-mailing us at . Writing us at: 3482 S Lyn Haven Dr. Kentwood MI 49512 Only you, or someone legally authorized to act on your behalf, may make a verifiable consumer request related to your personal information. You may also make a verifiable consumer request on behalf of your minor child. You may only make a verifiable consumer request for access or data portability twice within a 12-month period. The verifiable consumer request must: * Provide sufficient information that allows us to reasonably verify you are the person about whom we collected personal information or an authorized representative, which may include: * Describe your request with sufficient detail that allows us to properly understand, evaluate, and respond to it. We cannot respond to your request or provide you with personal information if we cannot verify your identity or authority to make the request and confirm the personal information relates to you. ***Response Timing and Format*** We endeavor to respond to a verifiable consumer request within forty-five (45) days of its receipt. If we require more time, we will inform you of the reason and extension period in writing. We do not charge a fee to process or respond to your verifiable consumer request unless it is excessive, repetitive, or manifestly unfounded. If we determine that the request warrants a fee, we will tell you why we made that decision and provide you with a cost estimate before completing your request. **Non-Discrimination** We will not discriminate against you for exercising any of your CCPA rights. Unless permitted by the CCPA, we will not: * Deny you goods or services. * Charge you different prices or rates for goods or services, including through granting discounts or other benefits, or imposing penalties. * Provide you a different level or quality of goods or services. * Suggest that you may receive a different price or rate for goods or services or a different level or quality of goods or services. **Other California Privacy Rights** California’s ‘Shine the Light’ law (Civil Code Section § 1798.83) permits users of our App or Site that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to or write us at 3482 S Lyn Haven Dr., Kentwood MI 49512. **Changes to Our Privacy Notice** We reserve the right to amend this privacy notice at our discretion and at any time. When we make changes to this privacy notice, we will post the updated notice on the App or Site and update the notice’s effective date. **Your continued use of our App or Site following the posting of changes constitutes your acceptance of such changes**.
# Hardware Purchase Agreement 1. **Purchase and Sale of Equipment.** (“Purchaser”) shall pay and transfer to Movatic, Inc, a Michigan limited liability company (“Movatic”) the purchase price for the equipment (“Equipment”), each as listed on the attached invoice. Upon payment of the purchase price, Movatic shall sell, convey, assign, and transfer to Purchaser, and Purchaser shall purchase and acquire from Movatic all right, title, and interest in and to all of the Equipment subject to the terms set forth in these Terms and Conditions (“Agreement”). The Equipment may not be returned, no refunds will be issued after payment for the Equipment, and sale of the Equipment is final. Payment of acceptance of the invoice shall constitute acceptance of the terms set forth herein. 2. **Collection.** Movatic is responsible for shipping and transferring the Equipment to Purchaser from the last known locations, a list of which will be provided by Movatic. Purchaser is solely responsible for all costs, fees, expenses, fines, and/or other charges incurred, including but not limited to shipping expenses, that may arise therefrom, or in connection with such activities or otherwise acquiring or obtaining the Equipment. 3. **License.** Movatic shall license, or cause to be licensed on behalf of one of its affiliates, the Movatic application (“Application”) to Purchaser for a period of thirty (30) days from the date hereof solely for Purchaser’s internal use to unlock the Equipment and prepare it for Purchaser’s intended use. The license is royalty-free, paid-up, limited, non-transferrable, and non-sublicensable. After this period, Movatic grants Purchaser a license to the Application, subject to the Application’s terms and conditions located at (“Terms”). All hardware purchased from Movatic is design, and configured to work with the Movatic platform. The customer agrees as part of the purchase not to attempt to modify physically or digitally any purchase to work with another Application. 4. **Waiver of Inspection; No Warranty.** The purchaser expressly waives any and all right and opportunity to inspect, audit, or otherwise view the Equipment prior to the Closing Date. EXCEPT AS MAY BE EXPRESSLY STATED IN THIS AGREEMENT, MOVATIC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE CONDITION OR PERFORMANCE OF THE EQUIPMENT, ITS MERCHANTABILITY, OR ITS FITNESS FOR A PARTICULAR PURPOSE, OR WITH RESPECT TO PATENT INFRINGEMENT OR THE LIKE. EXCEPT AS MAY BE EXPRESSLY STATED IN THIS AGREEMENT, MOVATIC IS CONVEYING THE EQUIPMENT “AS IS”, “WHERE-IS”, “WITH ALL FAULTS”, AND MOVATIC HAS NO MAINTENANCE OR REPAIR OBLIGATIONS AS TO THE EQUIPMENT WHATSOEVER. PURCHASER IS NOT RELYING ON ANY STATEMENT, REPRESENTATION, WARRANTY, OR DISCLOSURE BY Movatic OR ITS AGENTS, EMPLOYEES, OFFICERS, CONTRACTORS, OR OTHER REPRESENTATIVES REGARDING THE EQUIPMENT THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. Notwithstanding anything to the contrary in this Agreement: (a) Movatic’s liability for direct damages shall not exceed the total amount paid to Movatic for the Equipment, and (b) in no event will Movatic be liable under any theory of recovery or for any claim for indirect, incidental, special, punitive or consequential damages (including lost profits or a lo (“Purchaser”) shall pay and transfer to Movatic, Inc, a Michigan limited liability company (“Movatic”) the purchase price for the equipment (“Equipment”), each as listed on the attached invoice. Upon payment of the purchase price, Movatic shall sell, convey, assign, and transfer to Purchaser, and Purchaser shall purchase and acquire from Movatic all right, title, and interest in and to all of the Equipment subject to the terms set forth in these Terms and Conditions (“Agreement”). The Equipment may not be returned, no refunds will be issued after payment for the Equipment, and the sale of the Equipment is final. Payment of acceptance of the invoice shall constitute acceptance of the terms set forth herein.st business opportunity). 5. **Asset Configuration Locked**. All assets purchased through Movatic are configured and designed to work exclusively with the Movatic platform. Any attempt to hack, modify or alter a device to work with another software platform is strictly forbidden and violates the terms of the purchase. Movatic shall in no case provide support in the hacking, modification, or alternation of any device purchased. 6. **Governing Law; Disputes and Remedies.** This Agreement shall be governed by the laws of the State of Michigan without reference to conflict of laws principles. The Parties agree that any disputes or litigation arising under, arising from, or related to this Agreement, the Equipment, and/or the subject matter hereof shall be brought and remain only in either the U.S. District Court for the Eastern District of Michigan or the courts for the County of Washtenaw, Michigan. # Custom Development Service & License Agreement 1. **Purpose.** This Master Service and License Agreement (this “Agreement”) sets forth the terms and conditions under which Movatic will provide Services and/or Deliverables to Customer, as specified in a Statement of Work ("SOW"), and license the Software to Customer (as detailed below). This Agreement is effective as of the signing of the initial SOW (the “Effective Date”). The parties agree as follows: 2. **Definitions.** 1. “Background Materials” means the Platform Improvements, Development Improvements and any of Movatic’s proprietary methodologies, intellectual property, trade secrets or internal strategies, hardware, software, tools, data, reports, drawings, systems, know-how, technology, and designs whether existing as of the Effective Date or developed by Movatic during the term of this Agreement as an improvement to, or derivative work of, the Software or any of the foregoing. 2. “Confidential Information” means information may include, but is not limited to, Background Materials, technology, procedures, protocols, specifications, customer information, product information, proposed business arrangements, methods of operation and compilations of data. 3. “Deliverables” mean all software, hardware, strategies, systems, documents, summaries, reports, analyses, studies, information, designs, templates, layouts, files, text, graphics and/or other products or materials to be delivered and/or licensed by Movatic to Customer in accordance with an SOW other than Background Materials. 4. “Development Improvement” means any new discovery, invention, development, method, report, modification, improvement and/or other similar or related information (whether or not patentable or reduced to practice) and any copyrightable work, trade mark, trade secret or other intellectual property rights created by Movatic conceived or developed during the term of the Agreement that are developed from Movatic’s Background Materials pursuant to a “Statement of Work”. 5. “Platform Improvement” means any Services provided to modify, improve and/or alter Movatic’s Background Materials or the Software to meet Customer’s commercial or business requirements (and the Deliverables resulting from such Services) other than Agreed Exception IP. 6. “Services” means the services which Customer contracts Movatic to perform in accordance with an SOW, which services may include, without limitation, consulting, coding, content creation, training, support, or other services. 7. “Software” means the mobile and administrative application with the specifications defined at [https://documentation.movatic.co](https://documentation.movatic.co/) which may be updated by Movatic from time to time as the software is improved. 3. **Services and Deliverables** - In General. 1. Movatic shall perform Services and provide Deliverables as designated in an SOW. Each SOW shall contain such additional terms and conditions that Movatic and Customer may agree upon for the specific Services and Deliverables being provided under the SOW. For any SOW to hereafter be a part of this Agreement is must first be signed by both parties. 2. Movatic is responsible for the projects based upon Customer’s priorities with Customer’s approval. Customer and Movatic will each dedicate a project manager to interface with the other party under each SOW. Each project manager will have appropriate decision-making power related to all aspects of that party’s performance under the applicable SOW. Each party should direct all SOW-related communications to the other party through the appropriate project manager. Customer’s project manager shall be responsible for ensuring appropriate resources are provided to Movatic personnel to facilitate delivery of the Deliverables and/or Services. 3. Movatic may use subcontractors in providing Services and/or the delivery of Deliverables to Customer. 4. During the term of any SOW, Customer reserves the right to revise the Services and/or Deliverables, or the time frames associated with them. If Customer elects to make such revisions, the parties will reach agreement on an equitable adjustment to the fees, time frames, or Services or Deliverables that will then be memorialized in a new SOW. If no agreement is reached, they shall continue under the terms of the applicable SOW without any change to the initially agreed Services and/or Deliverables. 5. Movatic is free to provide software, services, content and/or products to other entities so long as those activities do not violate a term of this Agreement and any SOW 4. **License to Software** 1. Subject to Customer’s compliance with the terms of this Agreement, Movatic hereby grants to Customer a non-exclusive, nontransferable, revocable, limited, sublicensable, worldwide license to use the Software. The use of the Software by End Users to whom Customer grants access is governed by Movatic’s Standard Terms and Conditions and Privacy Policy in the form provided to Customer, as such may be updated by Movatic from time to time. The term “End Users” as defined herein means individuals or entities that are approved by Customer to use the Software as intended. The use of the Software by Customer is governed by Movatic’s Admin Terms of Service, substantially in the form attached hereto at , which may be updated by Movatic from time to time upon written notice to Customer. All rights owned by or validly licensed to Movatic that are not expressly granted to Customer in this Agreement are reserved by Movatic, and Customer may not use the Software in any manner not expressly authorized by this Agreement. Customer shall not: (a) remove or destroy any proprietary rights marks or legends on or in the Software; (b) modify, enhance, adapt, translate, or create derivative works of the Software; (c) transfer, distribute, assign, sublicense (other than to individual end users), rent, lease, export or sell the Software; (d) decompile, disassemble, or reverse engineer the Software; or (e) make copies of the Software other than for archival and backup purposes. 2. Subject to Movatic’s compliance with the terms of this Agreement, Customer hereby grants to Movatic a limited, non-exclusive, paid up, royalty-free, worldwide license to use Customer’s source code only in connection with Movatic’s performance of the Services during the Term of this Agreement. 3. All costs, expenses and fees (but not including Transaction Fees) (collectively, “Fees”) will be invoiced by Movatic to Customer on a monthly basis. Movatic may debit the amount of such invoice from Customer’s Stripe account. Payment of Transaction Fees (as set forth in the [Platform Terms of Service](/platform-tos)), which will not be invoiced, will be due and payable to Movatic as incurred and will be made via a periodic direct debit from Customer’s Stripe account. Movatic may debit Customer’s Stripe account (or another Stripe account agreed by the parties in writing) and such debit transactions are hereby authorized and approved by Customer by execution of this Agreement. Movatic shall provide support for the Software in accordance with the standard support levels provided to other Software licensees and end users. 5. **Customer Obligations and Responsibilities.** 1. During the term of this Agreement, Customer shall: (a) provide Movatic with all necessary access to Customer’s facilities, personnel, and materials; and (b) obtain any consent required from a third party to permit Movatic to access and/or use that third party’s IT systems and proprietary material in Customer’s possession and control in order for Movatic to perform its obligations under this Agreement and an SOW. 2. Customer agrees that the delivery of Deliverables and the performance of Services under each SOW are time-sensitive. In order for Movatic to perform as requested, Customer hereby agrees to promptly respond to all communications initiated by Movatic in a timely manner. Customer’s failure to be responsive to Movatic’s personnel will negatively impact Movatic’s ability to deliver the Deliverables and perform the Services. 3. Should Customer fail to perform all of its obligations and responsibilities under this Agreement, Movatic shall receive an appropriate extension of time to provide the Services and/or Deliverables under this Agreement or shall be relieved from performance of the Services and/or delivery of the Deliverables, in Movatic’s sole discretion, if such Services and/or Deliverables were time-sensitive. Further, in the event of Customer’s failure to comply with any warranty under this Agreement, Movatic shall not be held responsible or liable for any resulting delay in providing Deliverables under this Agreement, and Customer shall promptly reimburse Movatic for all additional costs and expenses incurred by Movatic as a direct result of such failure by Customer. 6. **Movatic’s Warranties.** 1. Movatic warrants that all Deliverables provided to Customer shall be original work of Movatic and/or that Movatic has or will have acquired all rights necessary to fulfill its obligations, and to transfer or grant Customer the rights, set forth in this Agreement. 2. Movatic warrants that all Services shall be carried out in a diligent, prompt, and professional manner by individuals with the necessary knowledge, skill and training to provide such Services. 3. Movatic warrants that all Deliverables shall be provided in the timeframes set forth in the applicable SOW, provided Customer has timely, accurately and completely complied with its obligations under such SOW. 4. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND/OR AN SOW, MOVATIC DISCLAIMS AND CUSTOMER HEREBY WAIVES ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR USE. 7. **Acceptance.** Unless otherwise provided in an SOW, the Services and/or Deliverables are deemed accepted fourteen (14) calendar days after delivery or performance unless, within that time (the “Acceptance Period”), Customer provides written notice to Movatic that the Services rendered or Deliverables delivered were not in substantial conformance with agreed to specifications. If Customer provides such written notice to Movatic, Movatic will use commercially reasonable efforts to, at its sole option, repair, correct, re-perform or replace the Deliverable and/or Services within a reasonable time of its receipt of the notice. 8. **Work Product Ownership.** 1. Upon Customer’s payment in full for Services rendered and Deliverables delivered, all work product other than Background Materials created only for Customer and directly resulting from the performance of the services pursuant to an executed SOW, including the Deliverables (collectively, the “Work Product”), shall be the property of Customer and Movatic hereby assigns all right, title and interest in and to the Work Product to Customer. Nothing in Notwithstanding the foregoing, if the parties mutually agree in writing in advance of the development of any Deliverable, the intellectual property specified in such writing will be property of Customer (the “Agreed Exception IP”) and such Agreed Exception IP is hereby licensed to Movatic on a perpetual, irrevocable, worldwide, royalty-free, transferrable, sublicensable, paid up basis so long as the Agreed Exception IP is used to deliver Services to Customer and no other customer of Movatic. 2. If any Background Materials are integrated into any Deliverables, Movatic shall grant to Customer a revocable, non-transferrable, non-sublicensable license to use the Background Materials or Development Improvements solely for the purpose of commercializing the Deliverables as delivered to Customer by Movatic. 3. Work Product shall not include any Background Materials or Development Improvements, or other intellectual property before the date of this Agreement or any SOW or outside of the scope of an SOW. Nothing in this Agreement assigns to Customer any of Movatic’s Background Materials. To the extent that, by operation of law, Customer owns any intellectual property rights in such Background Materials, Customer hereby assigns to Movatic all rights, title, and interest in such Background Materials. this Agreement shall affect the ownership by either party of any intellectual property owned by or in the possession of that party at the date of this Agreement. Movatic retains all ownership and rights in and to the Background Materials, Platform Improvements, and Development Improvements. 9. **Movatic Compensation.** Movatic will be compensated for Services and/or Deliverables pursuant to the terms of this Agreement. Customer shall be responsible for paying all taxes relating to its purchase and use of Services and/or Deliverables, except for those taxes based on Movatic’s income, or which is Movatic’s responsibility. Customer shall be responsible for all agreed to expenses and costs incurred by Movatic while performing under the Services. 10. **Confidentiality.** 1. During this Agreement, each party may have access to information that is considered confidential by the other. Confidential Information must be marked or identified as “confidential” by the disclosing party, unless the information should reasonably be understood by the receiving party to be confidential or proprietary under the circumstances. 2. Customer agrees that none of its personnel will reproduce or otherwise imitate the proprietary materials of Movatic. All of Movatic’s Services are delivered using proprietary methods and unauthorized use of Movatic’s proprietary materials constitutes a material breach of this Agreement that entitles Movatic to seek injunctive relief. 3. Each party shall use the other’s Confidential Information only for the purposes of this Agreement and/or an SOW. Each party shall maintain the confidentiality of the other party’s Confidential Information in the same manner in which it protects its own Confidential Information of like kind, but in no event shall either party take less than reasonable precautions to prevent the unauthorized disclosure or use of the other party’s Confidential Information. 4. Each party is permitted to disclose the other party’s Confidential Information to its employees, contractors and other third parties (“Recipients”) on a need to know basis only, provided that such Recipients have contractual or legal confidentiality obligations to that party no less stringent than those contained in this Agreement. Each party shall be and remain fully liable and responsible for its Recipients’ unauthorized disclosure or use of the other party’s Confidential Information. 5. Each party is permitted to disclose the other party’s Confidential Information as legally required in response to a court order, subpoena, administrative proceeding and/or similar legal process; provided that it gives the other party reasonable notice of the request, and an opportunity to defend and/or attempt to limit or prevent the disclosure of its Confidential Information. 6. The confidentiality provisions of this Agreement do not apply to information that is or becomes generally available or known to the public through no act or omission of the receiving party; was received lawfully from a third party through no breach of any obligation of confidentiality owed to the disclosing party; or created by a party independently of its access to or use of the other party’s Confidential Information. 7. Upon termination of this Agreement, each party shall return or destroy the other party’s Confidential Information and shall not use the other party’s Confidential Information for its own, or any third party’s, benefit. The provisions of this Section shall survive termination of this Agreement for so long as the Confidential Information remains confidential. 8. Notwithstanding the foregoing, Movatic’s delivery of Deliverables and performance of Services under this Agreement shall not restrict in any way Movatic’s right to create, develop, distribute, commercialize or deliver competing products or services that may compete with those commercialized by Customer. 11. **Term and Termination.** 1. This Agreement shall be effective from the Effective Date until it is terminated in accordance with the provisions of this Agreement. 2. Each SOW and/or this Agreement may be terminated by either party for cause if the other party commits a material breach of this Agreement and/or an SOW, the non-breaching party provides the breaching party with notice specifying the breach in reasonable detail (the “Breach Notice”), and the breaching party fails to cure such breach within thirty (30) days of its receipt of the Breach Notice. A three (3) month notice must be given to terminate with cause. Notice cannot be given before three (3) months after the Effective Date of the Agreement. 3. Each SOW and/or this Agreement may be terminated by either party for convenience if notice is provided one (1) year prior to termination. In the event of termination of this Agreement pursuant to this Section, Customer shall pay Movatic all fees owed for all Services and/or Deliverables provided by Movatic as of the effective date of termination. 4. Subject to the terms of this Agreement, all provisions of this Agreement relating to ownership, limitations of liability, confidentiality, and indemnification shall survive termination of this Agreement. 12. **Indemnification.** 1. Except to the extent, Customer is obligated to indemnify Movatic hereunder, Movatic shall defend, at its sole expense, any third party claim, demand or suit against Customer (“Claim”) alleging and/or arising out of the following, and shall indemnify and hold Customer harmless from and against any and all losses, liabilities, damages, fines, penalties, costs, expenses and/or fees (including reasonable attorneys’ fees) incurred by, or awarded or assessed against, Customer in connection with the Claim, or reached through a negotiated settlement of the Claim that Movatic, its employees, or subcontractors were grossly negligent or committed an intentional act that caused injury to a person or damage to property, or failed to comply with any applicable law, statute, regulation or ordinance. 2. Movatic will have no obligation to indemnify Customer to the extent a Claim for infringement would not have arisen but for (i) Customer’s or any third party’s unauthorized use, misuse or modification of the Deliverable; or (ii) Customer’s failure to perform its obligations or the warranties specified in this Agreement and/or any SOW. 3. Customer shall defend, at its sole expense, any Claim alleging and/or arising out of the following, and shall indemnify and hold Movatic harmless from and against any and all losses, liabilities, damages, fines, penalties, costs, expenses, and/or fees (including reasonable attorneys’ fees) incurred by, or awarded or assessed against, Movatic in connection with the Claim, or reached through a negotiated settlement of the Claim that Customer, its employees, or subcontractors was grossly negligent or committed an intentional act that caused injury to a person or damage to property, or failed to comply with any applicable law, statute, regulation or ordinance. 13. **Limitation of Liability.** In no event shall either Party be liable to the other Party in relation to this Agreement or the Services and/or Deliverables, regardless of the form of action or theory of recovery, for any: (a) indirect, incidental, consequential, special, punitive or exemplary damages, regardless of whether Movatic has been made aware of their possibility; (b) lost profits, loss of data or business interruption losses; and/or (c) direct damages in an amount in excess of the fees paid by Customer to Movatic under this Agreement during the six (6) month period immediately prior to the occurrence of the event giving rise to the applicable claim. Any claims relating to this Agreement shall be brought within one (1) year after the party asserting the claim knew, or reasonably should have known, of the existence of the claim. 14. **Independent Contractor Relationship.** The relationship between Customer and Movatic is that of independent contractor. Nothing in this Agreement shall be construed as creating a relationship between Customer and Movatic of joint venturers, partners, employer-employee, or agent. Neither party has the authority to create any obligations for the other, or to bind the other to any representation or document. 15. **Non-Solicitation.** Each party agrees not to solicit, recruit, hire, or assist another party in soliciting or recruiting any employees or contractors of the other party who were materially involved with the performance of Services or the delivery of Deliverables without the written consent of the other party for a period beginning with the Effective Date of this Agreement and extending for two years after its termination. A general advertisement or a request for employment initiated exclusively by the employee is not considered a solicitation or recruitment. 1. In the event parties solicit or hire an employee or contractor of the other party without consent in violation of this Section 15, parties acknowledge and agree that such action will cause damage to the parties that may not be adequately compensated through money damages. As such, parties expressly consent to the entry of an order for equitable remedies, including, but not limited to, temporary, preliminary, and permanent injunctions to remedy any actual or threatened breach of its obligations under this Agreement. These remedies are cumulative and in addition to all other remedies available at law or in equity. 16. **General.** 1. Each Party acknowledges that a material breach of this Agreement will cause immediate and irreparable damage to the other Party, entitling it to seek injunctive relief. Both Parties specifically consents to the issuance of temporary, preliminary, and permanent injunctive relief to enforce the terms of this Agreement. In addition to injunctive relief, the Movatic is entitled to all money damages available under the law. If Customer violates this Agreement, in addition to all other remedies available to Movatic at law, inequity, and under contract, Customer agrees that Customer are obligated to pay all Movatic’s costs of enforcement of this Agreement, including attorneys’ fees and expenses. 2. This Agreement includes the terms and conditions of this Agreement; all addenda and exhibits, SOWs and change orders entered into by the parties, including the [Admin Terms of Service](/platform-tos) (as may be updated from time to time). The provisions of the various Agreement documents shall, to the extent possible, be interpreted so as supplement each other and avoid any conflict between them. However, in the event of a conflict among the Agreement documents, the Agreement documents will have the following order of precedence, unless and only to the extent expressly provided to the contrary elsewhere: (a) an SOW; (b) the other terms and conditions of this Agreement; and (c) any terms of use or service or purchase orders signed by both parties. 3. This Agreement may not be modified except by a writing signed by both parties. Except as expressly provided herein, the remedies accorded the parties under this Agreement are cumulative and in addition to those provided by law, in equity or elsewhere in this Agreement. 4. Any waiver of a party’s right or remedy related to this Agreement must be in writing, signed by that party to be effective. No waiver shall be implied from a failure of either party to exercise a right or remedy. In addition, no waiver of a party’s right or remedy will effect the other provisions of this Agreement. 5. Neither party shall be responsible or liable for any delay or failure in performing its obligations under this Agreement if such delay or failure is the direct result of causes outside of that party’s reasonable control, including, without limitation, power outages, closure of Customer’s facility or facilities, accidents, strikes, fires, war or acts of God; provided that such party uses best efforts to resume performance of its obligations as soon as practically possible unless this Agreement or an SOW is otherwise terminated pursuant to the terms of this Agreement. 6. This Agreement shall be governed by the laws of the State of Michigan (exclusive of its choice of law rules), and the federal laws of the U.S. The parties agree that any litigation arising between the parties in relation to this Agreement shall be initiated and maintained in the Circuit Court of the County of Washtenaw, Michigan, or the U.S. District Court for the Eastern District of Michigan, Southern Division, and the parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts. 7. If any provision of this Agreement and/or an SOW is held by a court of competent jurisdiction to be invalid or unenforceable, such provision will be enforced to the fullest extent that it is valid and enforceable under applicable law. All other provisions of this Agreement shall remain in full force and effect. 8. All notices must be in writing and sent to the individual who executed this Agreement on the other party’s behalf, either by hand delivery; messenger; certified mail, return receipt requested; overnight courier; or by facsimile or by e-mail (with a confirming copy by regular mail) and shall be effective when received by such party at the address listed herein or other address provided in writing. 9. Neither party may assign this Agreement or any SOW, in whole or in part, without the other party’s prior express written consent, which shall not be unreasonably withheld or delayed; provided, however that either Party may assign this Agreement or any SOW to a successor-in-interest or to a purchaser of substantially all of its assets or equity. Any attempted assignment without such consent shall be void. This Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. 10. Movatic may refer to Customer as a Movatic client on its website and in marketing materials. Any other use would be subject to Customer’s prior review and written consent, which may be withheld in Customer’s sole discretion. # Branded App - Custom Development SOW This Statement of Work (“SOW”) is being issued under the terms of the Custom Development Service and License Agreement found at between us (the “Agreement”). The terms of the Services Agreement and this SOW specifically replace any previously issued quote or estimate. Capitalized terms used but not defined in this SOW have the meanings given to them in the Services Agreement.
**Services Details:** 1. **Client Branded App.** Movatic shall submit and release to the App (iOS) and Play Store (Android) a Branded app for the client. The client shall provide the materials as documented at . Further customization beyond what is documented at will fall into an additional SOW **Payment:** * $5,000 one time payment due upon execution of the SOW * During the term of the Agreement, the ongoing license fee will be a minimum of $1,500 per month. # Reseller Terms 1. **Responsibilities of Reseller.** 1. Generally. Reseller shall use commercially reasonable efforts to promote, market, and resell the Software (“Reseller Services”). Reseller Services may be further defined in a SOW. Reseller is solely responsible and liable for all costs associated with its activities, including, but not limited to, marketing, promoting, and advertising costs, travel costs, legal costs, and all applicable taxes. When engaging in the Reseller Services, Reseller shall: (i) not engage in any deceptive, misleading, illegal, or unethical practices; (ii) comply with all applicable federal, state, and local laws and regulations including, without limitation, the CAN-SPAM Act and all applicable privacy regulations; (iii) not engage in sales, promotion or marketing activities on behalf of any party whose business involves products or services that compete with or are substantially similar to the Software; (iv) not communicate any information with respect to guarantees or warranties regarding the Software; and (v) not use Movatic’s Marks as part of Reseller's corporate or business name, for any purpose other than to perform the Reseller Services, or in any manner that Movatic, in its sole discretion, may consider misleading or otherwise objectionable. 2. Use of Materials. Reseller shall use creative material provided by Movatic or copies of such creative materials; or other materials created by Reseller that are consistent with the marketing materials of Movatic and approved in writing by Movatic in advance (collectively, “Materials”) to perform the Reseller Services. Reseller agrees that it will at all times perform the Reseller Services in a manner consistent with Movatic’s marketing and product materials and will not make any representations or warranties concerning Movatic or the Software, except as set forth in printed marketing collateral or documentation or standard terms of service furnished by or approved by Movatic. 3. Agreement by End User. In each license of the Software to an End User, Reseller shall require End User to agree to Movatic’s then-current Platform Terms of Service found here: . End User will make any and all payments for access to and use of the Software to Movatic, in accordance with Movatic’s then-current pricing fees, or such other fees as Movatic may agree upon in writing. Reseller shall not make any representations or warranties related to the Software, including, but not limited to the fees to be paid by Customer, unless Movatic has agreed to such representations or warranties in writing. 2. **Compensation and Prices.** 1. Reseller shall pay to Movatic the license fees for each unit of Software as agreed to in their annual pricing sheet to be resold or distributed to End Users at Movatic’s then-current price. 2. In consideration of this Agreement, Reseller shall receive the benefit of the compensation received from End Users from reselling the Software owned by Movatic. End Users shall be responsible for paying all taxes relating to its purchase and use of Reseller Services and/or Deliverables, except for those taxes based on Reseller’s income, or which is Reseller’s responsibility. End Users shall be responsible for all agreed to expenses and costs incurred by Movatic while performing under the Services. 3. **Reseller Obligations.** 1. Reseller shall provide installation, support, and training services to End Users through telephone support, on-line or Internet-based support, on-site support or training related to the use, operation and installation of the Software and distribution of new releases of the Software to End Users consistent with the written Materials and documentation provided to Reseller by Movatic. 2. Records; Audit. Reseller shall keep complete and true books of accounts and other records in sufficient detail of all transaction resells to End Users and with respect to Reseller’s obligations under this Agreement, including this Exhibit. Movatic shall have the right, upon at least thirty (30) days written notice and no more than once per calendar year, to have its accounting representatives inspect Reseller’s books and records and all other documents and material in the possession, or under the control, of Reseller with respect to the subject matter of this Agreement at the place or places where such records are normally retained by Reseller. Each party shall be responsible for its own costs associated with an audit unless the audit reveals transactions with Reseller’s affiliates and/or subsidiaries (as defined in Section 5 of this Exhibit), in which case Reseller shall bear the costs of Movatic for the accounting fees actually incurred in conducting the audit. If the audit reveals transactions between Reseller and any of its affiliates and/or subsidiaries, Movatic shall have the right to terminate this Agreement and such transactions would constitute a material breach of this Agreement by Reseller, which breach will not be subject to any cure right. 3. Movatic Right To Resell Reseller's Products. The Reseller will grant Movatic reseller rights to any product that is sold in conjunction with Movatic's software to be listed at [shop.movatic.co](https://shop.movatic.co) or other Movatic channels. The Reseller will grant Movatic's at least a 10% discount for any product fulfilled by the Reseller or 30% for any product stocked and fulfilled by Movatic. If the Reseller providers other channels with higher discounts than the discounts listed above the Reseller must provide that rate to Movatic. 4. **Ownership** 1. Software. Notwithstanding any other terms contained in any other signed writing, Movatic, its affiliates, and its licensors own all rights, title, and interest in and to the Software, and all related technology and intellectual property right, including to all modifications, improvements, and derivative works created. Reseller obtains no rights under this Agreement or any other subsequent agreement from Movatic or its licensors to the Software, including, without limitation, any related intellectual property rights. Movatic reserves all intellectual property rights not explicitly granted herein. 2. Use of Marks and Materials. Movatic hereby grants to Reseller a non-transferable, non- exclusive, revocable, non-sublicensable license to use Movatic’s names, logos, trademarks, service marks or other indicia or trade origin (“Marks”) and Materials to perform the Services established by this Agreement. Except as provided herein, nothing contained in this Agreement shall be construed to grant to Reseller any right, title, or interest (including all intellectual property rights therein) in or to the Movatic Marks and Materials. Movatic retains all rights, titles, and interests in its Marks and the Materials and all reproduction and use of the Marks and Materials in relation to this Agreement, and all goodwill associated therewith, inures exclusively to the benefit of Movatic. 5. **Reseller Warranties.** 1. Reseller represents and warrants to Movatic that all Reseller Services will be carried out in a diligent, prompt, and professional manner by individuals with the necessary knowledge and training to provide the Reseller Services. Reseller represents and warrants that at no time through their own words or actions or the words or actions of individuals providing Reseller Services on Reseller’s behalf, will they disparage the name or reputation of Movatic or the Software. 2. Reseller represents and warrants that Movatic shall be the only sharing, renting, and/or shared mobility software service promoted, marketed, distributed, licensed, sublicensed or sold by or on behalf of Customer to third parties. 3. Reseller represents and warrants that Reseller shall not directly or indirectly resell, promote, market, or otherwise distribute the Software to any of Reseller’s affiliates or subsidiaries, and that all transactions with End Users shall be bona fide arm’s length transactions, which are subject to Movatic’s audit rights and review, in its sole reasonable discretion. For purposes of this Exhibit, an “affiliate” means any person, firm, corporation, association, organization, or unincorporated trade or business that, now or hereafter, directly or indirectly, controls, is controlled by, or is under common control with Reseller, including without limitation, any service corporation of the Reseller, and a “subsidiary” means (a) any corporation, 50% or more of the outstanding voting stock of which is owned by Reseller or by one or more subsidiaries of Reseller, or (b) any other entity or enterprise, 50% or more of the equity or the voting control of which shall be owned by Reseller or by one or more subsidiaries of Reseller, with ownership or control to be determined at the relevant time by Reseller’s management.