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Terms & Conditions

By subscribing you understand your Company is responsible for adhering to all the following terms of this Subscription Agreement (the “Agreement”). When you enter your credit card information and are charged that is the start of your contract (the “Effective Date”).

(“Client”), and by WeMove Market Inc, a Delaware Incorporation (the “Company”), collectively hereinafter referred to as the “Parties”.

Whereas, the Company owns and manages the data platform known as WeMove.ai (the “Platform”).

Whereas, the Platform consists of a robust warehouse of images, videos, and customer data (the “Data”) and a set of smart application program interfaces (“APIs”) purpose-built for application development by third-parties such as Client.

Whereas, the Client desires to use the Platform to procure data from its web application known as WeMove (the “Client Application”) , and Company wishes to license the Platform to the Client (allowing Client to access and use the Data and APIs) according to the terms set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. PLATFORM LICENSE
a) Subject to the terms set forth herein, Company provides Client with a limited non-exclusive, non-transferrable non-sublicensable, royalty-free license to use the Platform to download, access, and use the Platform, the API’s, and/or the Data (collectively, the “Company IP”) for use within the Client Application (collectively, the “License”). The License shall permit Client to commercially provide the Company IP to its
b) For annual terms: The License shall commence on the Effective Date and extend for a term of one (1) year and shall automatically renew for subsequent one (1) year terms, unless a Party provides the other Party with written notice of its intent to terminate this Agreement no less than thirty (30) days prior written notice of its intent to terminate this Agreement (each such term shall be referenced herein as a “Subscription Term”). Upon termination of the Agreement (as set forth herein or in Section 8, below), the License shall automatically terminate without further action from either Party.
c) For monthly terms: The License shall commence on the Effective Date and extend for a term of one (1) month and shall automatically renew for subsequent one (1) month terms, unless a Party provides the other Party with written notice of its intent to terminate this Agreement no less than thirty (30) days prior written notice of its intent to terminate this Agreement (each such term shall be referenced herein as a “Subscription Term”). Upon termination of the Agreement (as set forth herein or in Section 8, below), the License shall automatically terminate without further action from either Party.
d) The License granted herein shall provide Client with access to the Starter tier of the Platform, which includes access to the following API endpoints: image recognition API.
e) The License shall not provide Client with any proprietary rights in or to any aspect of the Company IP, whether such rights belong to Company and/or its third-party data providers. Client acknowledges that the Company IP are valuable commercial products, the development of which has involved the expenditure of substantial time

2. PERMITTED USES
client hereby acknowledges and accepts that the License, and Client’s use of the Platform to access and use the Data, is subject to the following restrictions (the “Use Restrictions”). If Client’s access and use of the Company IP violates any of the Use Restrictions, then such violation shall be considered a material breach of this Agreement.
a) Client may use the Company IP internally and may also embed the Data and API’s within the Client Application solely for use by Client’s third-party customers. Any other use of the Company IP is prohibited.
b) Client may not use the Company IP for any illegal or unauthorized purpose, or in a manner that would violate these Use Restrictions.

3. FEES
a) Client shall pay Company a monthly subscription fee for access to the Starter tier of the Platform, as outlined in Schedule 1 attached hereto.
b) Company will send monthly invoices to Client for fees that are due and owing, and Client agrees to review such invoices upon receipt. Client agrees that any question or dispute concerning any matter on any monthly invoices will be raised in writing to Company within five (5) days of the date of the invoice. If no such questions or objections are raised by Client within said period, Client will be deemed to have accepted said invoice, waived any objections, and agreed to pay the invoice in full without any reduction, offset or other modification of any nature whatsoever. Payment is due upon receipt of Company’s invoices.
c) Company reserves the right to suspend Client’s access to the Platform if payment is not received timely. Further, Company shall be entitled to ten percent (10%) interest per year on payments that are over thirty (30) days past due. If a court of competent jurisdiction determines that such interest rate is considered usurious, then the Parties agree that such interest rate shall be reduced to an amount that falls below such usurious threshold.

4. SERVICE LEVEL AGREEMENT
The Company shall use commercially appropriate best efforts to ensure that the Platform (and access to the Data) shall be made available and accessible by Client and its customers at least ninety-nine-point nine percent (99.9%) of the time. However, Company shall not provide Client with any remedy in the event of an interruption of the Platform and the use thereof by Client and/or its customers.

5. OPTIMIZATION AND COMPLIANCE
Client agrees to implement and adhere to certain performance optimization measures to ensure the efficient and effective use of the APIs.

6. SECURITY PROTOCOLS
Client is responsible for implementing security protocols to mitigate the risk of bad actors. Security measures notwithstanding, any API calls made by bad actors who access client’s API key will be treated as billable volume.

7. CONFIDENTIALITY
a) “Confidential Information” means any information which is either marked as confidential or proprietary, or if not so marked, should reasonably have been understood by the receiving Party to be proprietary and confidential to the disclosing Party because of the circumstances of disclosure or the nature of the information itself. Confidential Information includes, without limitation: the Company IP; technical specifications and operating manuals, services and information concerning current, future, or proposed products and services; product and services descriptions; financial information; consumer information; information related to mergers or acquisitions; passwords and security procedures, including but not limited to disaster recovery plans; computer programs, software, and software documentation; customer and/or prospective client lists, business information, records, policies, practices, pricing information and procedures; the terms of this Agreement (including all drafts hereof); and any or all other information, data or materials relating to the business, trade secrets and technology of either Party, customers, clients, and employees.
b) As used herein, the “Discloser” is the Party disclosing its Confidential Information and the “Recipient” is the Party receiving and/or accessing Confidential Information.
c) The Recipient shall maintain the Discloser’s Confidential Information in confidence using the same standard of care it uses to protect its own Confidential Information. Recipient further agrees to restrict disclosure of Discloser’s Confidential Information solely: (i) to employees or other representatives who need to know the Confidential Information to perform Recipient’s obligations under this Agreement, all of whom shall be subject to obligations of confidentiality no less stringent that those set forth herein; (ii) to its regulators, attorneys, and auditors; and, (iii) pursuant to court orders, federal or state laws. Each Party shall, as soon as reasonably practicable, notify the other Party of any unauthorized possession, disclosure, use or knowledge, or attempt thereof, of the other Party’s Confidential Information as soon as that Party becomes aware of such unauthorized possession, disclosure, use or knowledge, or attempt thereof.
d) The confidentiality obligations imposed under this Section 5 shall not apply to Confidential Information that is: (i) made public by Discloser; (ii) generally available to the public other than by a breach of this Agreement by Recipient, its employees, agents, or contractors; and/or, (iii) rightfully received from a third party having the legal right to disclose the Confidential Information free of any obligation of confidence. In the event the Recipient becomes legally compelled (by deposition, interrogatory, subpoena, or similar process) to disclose Discloser’s Confidential Information, the Recipient shall (to the extent legally permissible) provide prompt prior notice to the Discloser so that the Discloser may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, or Discloser waives compliance with the provisions of this Section 5, the Recipient will disclose only such portion of the Discloser’s Confidential Information that is legally required and will exercise reasonable efforts to obtain assurances that confidential treatment will be accorded to such Confidential information.
e) Each Party acknowledges and agrees that any breach or threatened breach of any of the provisions of this Section 5 by the other Party may result in immediate and irreparable harm and that any remedies at law in such event will be inadequate. The Parties agree that such breaches, whether threatened or actual, shall provide the Discloser the right to immediately terminate this Agreement and/or seek injunctive relief to restrain such disclosure or use. This right shall, however, be in addition to (and not in lieu of) any other remedies at law or in equity.
f) Upon termination of the Agreement, all copies of the Confidential Information in possession of the Recipient will either be destroyed or, if requested in writing by Discloser, returned to Discloser immediately.

8. TERMINATION
a) This Agreement may be terminated by either Party for convenience upon thirty (30) days prior written notice, or for cause if the other Party is in material breach of any obligation under this Agreement, which default has not been cured within thirty (30) days after receipt of written notice of such default.
b) Upon termination of this Agreement for any reason:
· The License and all other rights granted hereunder to the Client shall immediately cease, and Client shall immediately cease: (1) accessing and/or using the Company IP; (2) displaying any Data that was procured by Client during the Subscription Term; and, (3), providing its customers with access to the Company IP.
· Further, Client shall delete any and all copies of the Data that Client may have in its possession, including, but not limited to, in its cache, databases, servers, and/or archives. Client shall also provide Company with a written notice that all such copies of the Data have been deleted. Client acknowledge and accepts that any actual or threatened violation of Section 6(b) shall be treated hereunder as if it were a breach of the provisions contained herein regarding the protection of Confidential Information.
· All amounts owed to Company under this Agreement that are yet unpaid by Client before such termination shall become immediately due and payable.
· Termination of this Agreement shall not release either party from its respective obligations hereunder that pursuant to the terms of this Agreement survive such termination, including, without limitation, those with regard to: (i) confidentiality; (ii) limitation of liability; (iii) indemnification; (iv) obligations of payment properly arising prior to termination; and, (v) use of the Company IP and any Use Restrictions.

9. REPRESENTATIONS AND WARRANTIES – DISCLAIMER
a) Company represents and warrants that:
· The Data is sourced from public documents or statistical calculations, is provided on an “as is, as available” basis with all faults and defects; and,
· It has secured all rights (as required) necessary to provide and make available the Company IP for use by Client and its customers.
· And neither Company, nor its third-party data providers, make any warranties, express or implied, including without limitation, those of merchantability and fitness for a particular purpose. Further, neither Company, nor its third-party data providers, are responsible for errors, omissions, miscalculations or misrepresentations of value;
b) Client represents and warrants that it:
· Shall comply with all applicable federal, state, and local laws and regulations, including without limitation those governing fair information practices, consumers’ rights to privacy, and data protection, including without limitation, any applicable non- solicitation rules, and regulations;
· Shall ensure that, in connection with Client’s use of the Data, and upon request by Company or an applicable consumer, Client shall not broadcast or otherwise make public the name, address or other information regarding such consumer, unless such consumer provides written authorization to do so, and that Client shall limit access to consumer information to those individuals who have a “need to know” in connection with Client’s business, and will obligate those individuals to acknowledge such consumer’s rights to privacy and adhere to fair information practices;
· Acknowledges that the Data, while comprised in part of public record data, includes tax, mortgage, and other information that may be deemed to be sensitive information by some consumers;
· Shall be solely responsible for responding to all communications initiated by a consumer (“Consumer Inquiries”) arising out of Client’s use of the Company IP (especially the Data) to the extent Client is aware of any Consumer Inquiries, and if applicable, Client agrees that, upon request from a consumer or from Company, Client shall promptly cease all use of a specified consumer’s information included in the Client Application for marketing solicitations or any other direct marketing purposes. Further, Client shall be solely responsible for administering any and all calls from its customers (if applicable) with respect to data discrepancies, and in no event shall Client disclose Company and/or its third-party data providers as the source of information, or transfer, refer, or direct a customer to Company for investigation or handling of any real or perceived data issue;
· Shall not materially change, alter, illegally copy or distribute the Company IP, or allow a third-party to do so; and,
· Acknowledges and accepts that its use of the Company IP, or the use of the Company IP by Client’s customers, shall be at its own risk.
c) Client’s sole and exclusive remedy for a breach of the warranties set forth in Section 9(a) is for Company to either refund the fees paid for Client’s use of the Company IP that was found to breach such warranty(ies), or provide alternative Company IP that does not breach such warranty(ies).
d) The express warranties set forth herein are in lieu of all other warranties, express, implied, or statutory, regarding the Company IP (and more specifically, the data), and company and its third-party data providers, expressly disclaim all other warranties, including any warranties of merchantability, fitness for a particular purpose, any warranties arising from course of dealing or course of currentness. No specific results from the use of the Company IP are assured or guaranteed by Company or its third-party data providers. Client acknowledges that it has relied on no warranties other than the express warranties provided herein. Further, if Client violates, or threatens to violate Section 9(b), Client forfeits the right to receive any remedy provided in section 9(c) from the Company, and such act shall be considered a material breach of this agreement.

10. LIMITATION OF LIABILITY
In no event shall either party be liable for any consequential, indirect, exemplary, special, or incidental damages, including any lost profits, arising from or relating to this agreement, including but not limited to error or interruption of use of the Company IP, for loss or inaccuracy or corruption of data or for cost of procurement of substitute goods, services, or technology, however caused and under any theory of liability (including negligence, gross negligence, intentional misconduct, fraud, breach of its confidentiality obligations, or its indemnification obligations), even if such party has been advised of the possibility of such damages. In no event will either party’s total cumulative liability in connection with this agreement, whether in contract, tort or otherwise, exceed the total fees paid or payable to Company, under this agreement during the one (1) month period preceding the events giving rise to such liability. Client acknowledges that the fees and rights/obligations found herein reflect the allocation of risk between the parties and that company would not enter into this agreement without these limitations on Company’s liability.

11. INDEMNIFICATION

a) “Mutual Indemnification’. Each party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other party (the “Indemnified Party”), its affiliates, and their respective officers, directors, employees, and agents from and against any and all, liabilities, costs, and expenses (including reasonable attorneys’ fees) in connection with claims brought by a third party and arising from the Indemnifying Party’s: (i) violation of any applicable laws, rules or regulations; (ii) infringement upon the intellectual property rights of a third party; and/or, (iii) gross negligence or willful misconduct. However, if Client violates, or threatens to violate, Section 7(b)(ii), Company shall have no indemnification obligations whatsoever.
b) Client Indemnification. Client shall indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) in connection with claims brought by a third-party arising out of the use of the Company IP by Client or its customers.
c) Indemnification Procedures. The Indemnifying Party’s obligations under Section 9 are conditioned on the Indemnified Party: (i) notifying the Indemnifying Party promptly in writing of an indemnifiable claim, provided, however, that failure or delay in providing such notice shall not excuse the Indemnifying Party’s indemnification obligation except to the extent such failure or delay materially prejudices its defense of such claim; (ii) giving the Indemnifying Party sole control of the defense thereof and any related settlement negotiations, provided, however, that any settlement requiring anything more than the payment of money, including, without limitation, the admission of any fault, liability, or culpability, shall require the Indemnified Party’s prior written consent; and, (iii) reasonably cooperating and, at the Indemnifying Party’s request and expense, assisting in such defense.

12. PROPRIETARY RIGHTS

a) Company, its affiliates, and/or third party data providers, own and hold all right, title, and interest in and to the Company IP, including, underlying data compilations, all materials related to the Company IP, and all intellectual property Company has derived from the Company IP, including, without limitation, all patents, trademarks, copyrights, and trade secrets, notwithstanding that portions of the Company IP may be derived in whole or in party from publicly available sources. Third party data providers are an express third-party beneficiary to this Agreement and to any agreement Client may have with its customers with respect to the Company IP. Company warrants that it is authorized to sublicense the Data referenced under this Agreement, including component third-party data, and that Client will be held harmless for any conflict that may arise between Company and its third-party data providers as a result of Client’s use of the Company IP, as long as such use does not violate the Use Restrictions
b) To the extent that Company may develop algorithms or other outputs designed uniquely and expressly for Client, such works may be designated as works for hire (if the Parties execute a separate agreement reflecting that designation) and therefore become owned by Client.

13. TRADEMARKS

“WeMove.ai”, the WeMove logo, and all Company product names are trademarks or service marks of Company and/or its affiliates or of third- party data providers (collectively, the “Marks”). No right or license to use the Marks is granted under this Agreement. Client shall not use the Marks in any advertising or promotional material unless a separate agreement grants rights to use of the Marks. Client shall not disclose to any third party that Company and/or its third-party data providers are a data source, except for such disclosures required by federal, state or local government regulations, or as otherwise may be authorized in writing by Company or its third-party data providers prior to any such disclosure. Client shall not remove, alter or obscure any Marks or other proprietary notices contained in the Company IP or other materials provided by Company.

14. GENERAL PROVISIONS

a) All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
b) If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
c) This Agreement is not assignable, transferable, or sub-licensable by either Party, except with the other Party’s prior written consent.
d) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflict of law provisions thereof. All claims or disputes arising out of or in connection with this Agreement shall be heard exclusively by any of the federal or state courts of competent jurisdiction located in New Castle, DE. Each Party waives any right it may have to trial by jury with respect to any litigation directly or indirectly arising out of or relating to this agreement.
e) The Parties acknowledge and agree that this Agreement is the complete and exclusive statement of mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. Any modifications to this Agreement must be in writing and signed by both Parties.
f) Unless otherwise expressly specified herein, the event of any material breach of this Agreement, the prevailing Party is entitled to its reasonable attorneys’ fees and costs.
g) All notices required in connection with this Agreement must be in writing and shall be deemed effectively given: (i) upon personal delivery to the Party to be notified; (ii) three (3) days after the date of mailing, if sent by certified or registered mail; or, (iii) upon delivery to the Party, if sent by email. All notices shall be sent to the address set forth in the preamble of this Agreement or an email address provided by such Party. Either Party may change its address by giving notice of the new address to the other Party in writing.
h) No agency, partnership, joint venture, or employment is created as between the Parties as a result of this Agreement, and neither Party has any authority of any kind to bind the other Party in any respect whatsoever.
i) This Agreement may be executed in counterparts (which may be exchanged by facsimile, email, or PDF), each of which shall be deemed an original, but which together shall constitute one and the same instrument.
j) The Parties represent that their respective undersigns have the authority and power to bind such Party to this Agreement without any further action or consent required by any agency, government, board, member, or other individual or agreement.
k) The Parties hereby agree that this Agreement may be signed electronically by either Party and that such electronic signature constitutes a true and accurate signature of the said undersigned as if the signature was handwritten, and that neither Party shall dispute the validity of such electronic signature to this Agreement.

SCHEDULE 1

Monthly access for the Basic plan is $199 a month plus the cost per API call.

API cost per call – $0.30 per API call. 

Client will be billed at the end of each month’s month (EOD a/o 9pm EST).