Our Terms And Conditions
This Agreement ("Agreement") is entered into as of the date set forth below between 1StopMove.com Inc. ("1StopMove") and you (the "Company"), also referred to collectively as the "Parties," and individually as a Party..
1StopMove.com, provides a service (the "Private Label Service" or "PLS") that electronically facilitates the notifications of change-of-address, connection, and disconnection services for the Company. The PLS may be operated under the primary branding of the Company (the "Company's PLS") and accessed by consumers through the website www.1StopMove.com and such other websites as the Parties shall mutually determine ("Websites"). Consumers will access the PLS through links on such Websites. The look and feel of the PLS will appear as the Company's website, but the PLS web pages will reside on 1StopMove's servers for processing.
NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1.Private Label Service. 1StopMove will provide the Company with use of the PLS, and the Company will, at its own discretion, offer and promote the Company's PLS on their websites. 1StopMove will maintain technical and customer support for the PLS. The Company may use and offer the PLS to its customers as an online resident change-of-address service for change-of-address, disconnection, and connection notifications of the Company's customer choice (from 1StopMove's organization database) during the Term (defined below).
2.Data Share - Basic Service. The Company agrees that it will have access to its referral customer transaction database and related data from the outset of the service. 1StopMove agrees that customer referral data shall be made available at the Company's request in the Management Console, reports from which can be customized by the Company. Specifically, such data shall include:
3.Fees. 1StopMove agrees to waive all set-up and maintenance fees for the Term of this Agreement. The Basic Service is offered free of charge to the Company.
4.Term. The initial term of this Agreement shall be in perpetuity until further notice of cancellation is requested in writing or orally by either party. If such cancellation request is given by either party, the PLS account shall be cancelled for the Company without further notice, liability or conditions put forth to either party.
5.Confidentiality. Each of the Parties covenants and agrees
that all Confidential Information (defined below) of either Party
("Disclosing Party") that is disclosed or communicated to the other
Party ("Receiving Party") during the Term or thereafter is done so in
strict confidence, shall be used by the Receiving Party solely for the
purposes of performing its obligations contained in this Agreement, and
shall not be disclosed, divulged, disseminated or otherwise made
available to any third party without the prior written consent of the
Disclosing Party, except as specifically permitted under this
Agreement. "Confidential Information" shall mean all proprietary,
non-public information of either Party, in any form or format,
including, without limitation, technology, intellectual property or
other information concerning a Party's business affairs. For purposes
hereof, Confidential Information does not include information which
(i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party,
(ii) was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Disclosing Party, or
(iii) becomes available to the Receiving Party on a non- confidential basis from a person other than the Disclosing Party who is not known by the Receiving Party to be bound by a confidentiality agreement with the Disclosing Party or otherwise under any obligation (whether contractual, legal or fiduciary) to keep such information confidential. The Company will not at any time directly or indirectly reverse engineer, recompile, reverse assemble, copy or create derivative works based upon 1StopMove's proprietary technology. The provisions of this Section shall survive the termination of this Agreement.
6.Liability. Neither Party shall in any event be liable for any special, indirect, incidental, punitive, exemplary or consequential damages, or any damages whatsoever resulting from loss of use or data, arising out of or in connection with either party's performance or non-performance under this Agreement or for any other reason, regardless of the form of action, whether in contract or tort or otherwise (including, without limitation, negligence, strict liability or otherwise), whether or not such damages are foreseen or either party has been advised of the possibility of such damages.
7.Remedies. In the event that either Party shall breach or be in default under this Agreement in any material respect, then the non-breaching Party may, in addition to any other rights and remedies available to such Party, elect to terminate this Agreement following the breaching Party's failure to reasonably cure the alleged breach or default within 30 days following its receipt of written notice setting forth in specific detail the events and circumstances giving rise to each alleged breach or default. The Parties agree that the non- permitted use or disclosure of Confidential Information will cause the non-breaching Party irrevocable damage for which adequate remedy at law will not be available and, accordingly, each of them shall be entitled to obtain temporary and/or permanent injunctive relief. Such rights shall not limit in any manner their respective rights to seek other and/or additional remedies, at law or in equity.
8.Miscellaneous. The Parties are each providing services hereunder as an independent party. Nothing contained in this Agreement shall be deemed or interpreted to constitute the relationship between the Parties as a legal partnership, agency, joint venture or any other relationship in which either party is responsible for or shall incur liability to outside parties as a result of the actions or omissions of the other Party. The Company's trademarks and logos will be displayed on the PLS for the limited purpose of promoting the Company's PLS, and, if applicable, its services. Services provided hereunder are without express or implied warranty, including, without limitation, warranties of merchantability and fitness for a particular purpose. This Agreement contains the entire agreement between the Parties and supersedes all agreements, representations, warranties and understandings, whether written or verbal, with respect to the subject matter hereof. This Agreement may not be amended, modified, or assigned except pursuant to a written agreement signed by both Parties. This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference or giving effect to any conflicts of law principles of any state or other jurisdiction. This Agreement shall not be for the benefit of, or enforceable by, any person or entity not a party hereto and shall not confer any rights or remedies upon any party other than the Parties and their respective successors and permitted assigns.