Last updated December 01, 2020
Agreement to terms
- Supplemental terms and conditions or documents that may be posted on the website or sent to you from time to time.
You must be at least 18 years of age (or 20 years of age, if you are subject to the laws of Japan) to use our Services. By accessing or using our Services you agree that:
- You can form a binding contract with Movidesk;
- You are not a person who is prohibited from receiving the Services under the laws of the United States, or any other applicable jurisdiction; and
- You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations, including applicable trade regulations.
The Services provided by Movidesk were not tailored to comply with industry-specific regulations, such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA), so if your activities are subjected to such laws, you may not use these Services. You may not use these Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
YOU ACKNOWLEDGE THAT THE SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION, such as credit or debit card numbers; personal financial account numbers or wire instructions; Social Security numbers or local equivalents; passport numbers; driver’s license numbers or similar identifiers; passwords or sign-in credentials; racial or ethnic origin; physical or mental health condition or information; or other employment or health information, including any information subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information; and any information defined under European Data Protection Laws (as this term is defined in the DPA) as sensitive personal data (including special categories of personal data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation).
Your rights and limitations to use the Services
The Services are protected by copyright, trade secret, other intellectual property laws, unfair competition laws of the United States, and international conventions. Unless otherwise indicated, the Services are our proprietary property and include all source code, databases, functionality, software, website designs, video, audio, images, text, and graphics on the website, and the trademarks, logos, and service marks contained therein (the “Marks”), all of which is owned or controlled by us or licensed to us.
You are only granted the right to use the Services and only for the purposes described by Movidesk. Movidesk reserves all other rights in the Services. Until termination of this Agreement and as long as you meet all applicable payment obligations, data limits, and otherwise comply with this Agreement, Movidesk grants to you a limited, nonexclusive, nontransferable right and license to use the Services.
You agree not to use, nor permit any third party to use the Services or any of its content beyond their purpose or in a manner that violates any applicable law, regulation, or this Agreement. You agree you will not:
- Reproduce, modify, copy, sell, trade, lease, rent, or resell the Services.
- Decompile, disassemble, or reverse engineer the Services.
- Make the Services available on any file-sharing or application hosting service.
- Use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser.
- Use the Services in any manner that damages, disables, overburdens, or impairs our website or interferes with any other party’s use of the Services.
- Attempt to gain unauthorized access to the Services.
- Access the Services other than through our interface.
- Use the Services for any purpose or in any manner that is unlawful or prohibited by this Agreement.
- Make any unauthorized use of the Services, including collecting names or email addresses of users for the purpose of sending unsolicited email, or creating user accounts in third-parties’ systems by automated means or under false pretenses.
- Circumvent, disable, or otherwise interfere with security-related features of the Services.
- Trick, defraud, or mislead us or other users, especially in any attempt to learn sensitive account information such as user passwords.
- Make improper use of our support services or submit false reports of abuse or misconduct.
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- Attempt to impersonate another user or person.
- Harass, intimidate, annoy, or threaten any of our employees, particularly our customer support and customer success agents, engaged in providing any portion of the Services to you.
- Delete the copyright or other proprietary rights notice from any content part of the Services.
- Upload or transmit any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics, 1×1 pixel images, web bugs, cookies, or other similar devices, sometimes referred to as “spyware” or “passive collection mechanisms”.
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following, including but not limited to:
- Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages or would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law.
- Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual to the public.
- Virus, Trojan horse, worm or other disruptive or harmful software or data.
- Any information, software, or content that you do not own or have the right to use which is not legally yours and without permission from the copyright owner or intellectual property rights owners thereof.
You acknowledge that the Services are not intended for permanent storage and agree not to use the Services for general archiving or back-up purposes. You also agree not to store “critical” data on the Services, including without limitation data pertaining to power generation, military or national security, or any function to sustain or rescue the health or well-being of any person.
Where applicable, our APIs must be used according to any policies we deem necessary to implement.
A high-speed Internet connection is required for proper connection to the Services. You are responsible for procuring and maintaining the network connections you will use to connect your network to the Services, including browser software that supports protocols used by Movidesk. We are not responsible for notifying you of any upgrades, fixes, or enhancements to any such software or for any compromise of data, including Services data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Movidesk. We assume no responsibility for the performance or reliability of any connections as described in this section.
Provided that you are eligible to use the Services, you may download or print a copy of any portion of the texts, images, screens, videos, and audios that are part of the Services to which you have properly gained access, solely for your non-commercial use. We reserve all rights not expressly granted to you in and to the Services and the Marks.
The Services and the Marks are provided “AS IS” for your information and use only, and cannot be exploited for any commercial purpose whatsoever (sold, rented, or traded), without our express prior written permission.
You shall have no right, title or interest in and to the Services and the software it uses, which rights of ownership will always be held by Movidesk.
You will be required to register with the website. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username or subdomain you select if we determine, in our sole discretion, that such username or subdomain is inappropriate, obscene, or otherwise objectionable.
You may extend your rights, benefits, and protections provided herein to your affiliates, contractors, or service providers acting on your or your affiliates’ behalf, provided that you remain responsible for your and their compliance hereunder.
We modify the Service from time to time, including by adding or deleting features and functions and changing subscription plans, in an effort to improve your experience and better adequate the Services to the market and new demands.
You may not be able to access or use the Services during planned downtime for upgrades and regular maintenance. We will use commercially reasonable efforts to notify you in advance through the Services (“Planned Downtime”), or during any unavailability caused by circumstances beyond our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, and technical failures beyond our control (including, without limitation, inability to access the internet or our servers). We will use commercially reasonable efforts to schedule Planned Downtime for weekends and other off-peak hours.
You may not access the Services if you are a competitor of Movidesk and affiliates, except with Movidesk’s express prior written consent. You may not access any portion of the Services for competitive purposes.
The Services are not intended for use by the United States federal government or other entities utilizing federal appropriated funds to acquire a license to the Services (collectively “Federal Users”). A license for use by Federal Users is not granted and any such usage is prohibited. In the event any Federal User should purport to acquire a license to the respective Movidesk’s Software, such license is hereby nullified and declared void and no contract between Movidesk and a Federal User shall result from such purported acquisition. Movidesk reserves the right in its sole discretion: (i) to cancel any Services order placed by a Federal User (either directly from Movidesk or from any third party) at any time, including but not limited to, after such Software has been provided to the Federal User at issue, and (ii) to restrict such Federal User’s access or use of the Services.
Use with your mobile device
Mobile access to the Services requires an active subscription of the Services, internet access, and is not available for all mobile devices or telecommunication providers. Movidesk is not obligated to provide a compatible version of the Services for all mobile devices or telecommunication providers, which are subject to change by Movidesk at any time with reasonable notice to you. You agree that you are solely responsible for these requirements, including any applicable changes, updates, and fees as well as the terms of your agreement with your mobile device and telecommunications provider.
Customer Support, Customer Success, and Onboarding
We will, at no additional charge, provide applicable standard customer support for your users and administrators of the Services. Support will be provided through email, chat, web portal, and telephone. Support working hours are 9 AM to 6 PM, Eastern Time, Monday through Friday, except United States national holidays. You will be informed as soon as these working hours are extended.
We will provide support to any of your users, however we will ask you to centralize your contacts with our support team in a single administrator and their substitute, as a mean of facilitating communication and control for all parties.
Our support services will be dedicated to address i) questions and difficulties users may face during the use of the Services, and ii) eventual Services-related failure or technical and performance problems. They will not include any type of training activities and new users should acquire the required knowledge to use the Services through consulting the Services’ knowledge base and/or training provided by you.
Customer management activities (“Customer Success Activities”) will be performed at Movidesk’s discretion and at no charge for you.
Special support services for the adoption of the Services by you (“Onboarding Services”) will be provided only upon your written or electronic request, and charged according to the conditions presented in the Services website.
“Consulting Services” means consulting and professional services, focused on process improvement and organizational matters. They are provided by Movidesk’s consultants or business partners and are not part of the Services. “Consulting Services” are governed by specific service agreements and statements of work (SOWs).
Payment and Taxes
Payments will be billed to you in US dollars, plus any and all applicable taxes. Your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the payment terms on the Services’ website.
Until you provide us your payment information, which will be requested after thirty (30) days of use of Services, you will be considered to be on a trial period (“Trial”), and you can cease using the Services any time without any cost or financial obligation.
After the initial “Trial” period, you must make your monthly payments through Movidesk’s Payment Agent with one of the following:
- a valid credit or debit card acceptable to Movidesk, or
- an electronic transfer of funds; or
- by another payment option Movidesk provides to you in writing.
You consent to our charging your selected payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.
If your payment and registration information is not accurate, current, and complete and you do not update it in the required website in a timely manner when such information changes, we may suspend or terminate your account and refuse any use of the Services.
If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of the Services, we may participate in programs supported by your card provider (such as recurring billing programs and updater services) to try to update your payment information, and you authorize us to continue billing your account using the updated information that we obtain.
We will invoice you for the taxes, levies, duties, or similar governmental assessments (collectively “Taxes”) if we deem to have the legal obligation to do so and you agree to pay such Taxes if so invoiced. Should you understand that such taxes were miscalculated, we ask you to contact our billing department by emailing email@example.com for us to make the due corrections.
Your invoice will present the charges corresponding to the completed 30-day periods and be based on the number of active agents and days they were actually active in the system during each period. Further pricing and payment conditions can be viewed on the page Pricing conditions, provided to you on the Services’ website.
Movidesk will automatically renew your monthly Services at the then-current rates unless the Services subscription is cancelled or terminated by you under this Agreement.
We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
We will notify you of applicable Supplemental Terms should any additional Services features be excluded of the pricing plan you have subscribed to. In such case, the activation of any Additional Features by you in your Account will be considered acceptance of the applicable Supplemental Terms or alternate agreement where applicable.
Subscription prices, payment terms, and cancellation procedures are published in the Pricing conditions page of the Services’ website.
As charges always refer to past use of the Services, no refunds or credits for subscription charges or other fees or payments will be provided to you in any circumstances, except if and when any value is charged in error.
Late payments / non-payment of subscription fees. We will notify you if we do not receive a payment for your completed 30-day period of subscription within the due date for your Account. Your payment must be made within a maximum of five (5) days after you receive our notice with your monthly statement. If we do not receive your payment within the foregoing time period, in addition to our right to other remedies available under the law, we may charge a late payment fee of 1% (one percent) or suspend your access to the Services until we receive your payment towards your subscription. If your payment is not received within 30 days of our notice with your monthly statement, we will terminate your account.
By using the Services, you represent and warrant that:
- All registration information you submit will be true, current, accurate, and complete.
- You will maintain the accuracy of such information by promptly updating such registration information as necessary.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services.
Your personal information
California Consumer Privacy Act. For the purposes of the California Consumer Privacy Act (CCPA), Movidesk shall be considered a Business and/or Third Party, as applicable. Where Movidesk acts as a Third Party, you represent, warrant and covenant that all Personal Information provided or otherwise made available to Movidesk is done so in compliance with applicable law, and that it has provided all necessary and appropriate notices and opt-outs, and otherwise has all necessary and appropriate rights, to enable Movidesk to (i) share any and all Personal Information you provided with related Movidesk companies (collectively, the “Movidesk Family Companies”), and (ii) use any such Personal Information in connection with any and all Movidesk Family Companies’ internal operations and functions, including, but not limited to, improving such Movidesk Family Companies’ products and/or services, operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes. Notwithstanding the foregoing, the parties agree that the sharing of Personal Information between Movidesk Family Companies does not constitute a “sale” of such Personal Information under the CCPA. Capitalized terms in this paragraph have the meanings given those terms under the CCPA.
User content contributions
Content made available in blogs, online forums, message boards, and similar features of the Services, including but not limited to writings, video, audio, images, comments, and suggestions (collectively, “User Content”) may be viewable by other users of the Services and through third-party websites. As such, any User Content you transmit may be treated by Movidesk as non-confidential and non-proprietary. When you create or make available any User Content, you thereby represent and warrant that:
- The distribution, public display, downloading, or copying of your User Content do not and will not infringe any proprietary rights, including but not limited to the copyright, patent, trade secret, and trademark, as well as any moral rights of any third party.
- Your User Content is not false or misleading.
- You are the creator or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize Movidesk and other users of the Services to use your User Content.
- You have the written consent or permission of each identifiable individual person in your User Content to use the name or likeness of each such identifiable individual person to allow the inclusion and use of your User Content according to the terms of this Agreement.
- Your User Content do not violate the privacy rights of any third party.
- Your User Content is not unsolicited or unauthorized advertising, promotional materials, spam, pyramid schemes, chain letters, or other form of solicitation.
- Your User Content does not mock, ridicule, disparage, intimidate, or abuse anyone.
- Your User Content is not obscene, filthy, violent, harassing, or otherwise objectionable (as determined by us).
- Your User Content do not violate any applicable law, regulation, or rule.
- Your User Content do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
- Your User Content do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
- Your User Content do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
- Your User Content do not otherwise violate, or link to material that violates, any provision of this Agreement, or any applicable law or regulation.
Any use of the Services in violation of the foregoing violates the terms of this Agreement and may result in, among other consequences, termination or suspension of your rights to continue to use the Services.
By posting your User Content through the use of the Services, you automatically grant, represent and warrant that you have the right to grant Movidesk an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, worldwide right, and license to host, use, copy, reproduce, disclose, sell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and distribute such User Content for any purpose, and to prepare derivative works of, and grant and authorize sublicenses of the foregoing.
This license will include the use of your name, company name, and franchise name, as applicable, and any of the trademarks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your User Content, and you warrant that moral rights have not otherwise been asserted in your User Content.
We will not claim any ownership over your User Content. You will retain full ownership of all of your User Content and any intellectual property rights associated with your User Content. We are not liable for any statements or representations in your User Content provided by you by means of the Services. You are solely responsible for your User Content and you expressly agree to exonerate us from any and all responsibility, and to refrain from any legal action against us regarding your User Content.
We have no obligation to monitor your User Content. We have the right, in our sole and absolute discretion, to pre-screen or delete any User Content at any time and for any reason, without notice.
We may provide you opportunities and means to leave reviews or ratings about the Services and Movidesk. When posting a review, you agree to comply with the following:
- Reviews should not contain hate language, offensive profanity, or abusive, racist, offensive language.
- You should have firsthand experience with the subject being reviewed.
- Reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability.
- Reviews should not contain references to illegal activity.
- You cannot be affiliated with competitors if posting reviews that can be deemed negative.
- You may not post any false or misleading statements.
- You may not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate.
Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review.
By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, assignable, and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.
Should you link and use your social media accounts with the Services (each such account, a “Third-Party Account”) by either providing your Third-Party Account login information or allowing us to access your Third-Party Account (as permitted under the applicable terms and conditions that govern your use of each Third-Party Account), you represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account.
By granting us access to any Third-Party Accounts, you understand that we may access your Third-Party Account so that it is available on and through the Services via your account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Services account.
You will have the ability to disable the connection between your Services account and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.
We make no effort to review any social network content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any content from and to social networks.
Third-party content and websites
Services may display or provide access to other websites (“Third-Party Websites”) as well as articles, images, text, graphics, pictures, designs, audio, video, information, software, and other content or items belonging to or originating from third parties (“Third-Party Content”). Movidesk does not investigate, monitor, or check such websites and content for accuracy, appropriateness, or completeness, and we are not responsible for any Third-Party Websites or Third-Party Content accessed through the Services. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by Movidesk. If you decide to access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services.
You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party websites.
Our Services contain features that interoperate with third-party services (which may include, for example, Google, Facebook, and WhatsApp). Such features depend on those third-party providers continuing to make their services, including their application programming interfaces (APIs) where applicable, available for the Services. If any of those third-party service providers ceases to make its applicable services or APIs available on reasonable terms to Movidesk, we may cease providing the corresponding features without entitling you to any refund, credit, or other compensation.
Digital Millennium Copyright Act (DMCA) Policy
We always respect the intellectual property rights of others. Should you believe that any material available on or through the Services infringes upon any copyright you own or control, we ask you to please contact us immediately through firstname.lastname@example.org. We will contact the person who posted or stored the material addressed in your Notification and provide such person with a copy of the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that a content located on or linked to the Services infringes your copyright, you should consider first procuring legal advice.
All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by the Notification, a representative list of such works on the Services.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, along with information reasonably sufficient to permit us to locate the material.
- Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted.
- A statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.
Should you believe we have removed your own copyrighted material from the Services as a result of a misidentification or mistake, you may submit a written counter notification to Movidesk using the email through email@example.com (a “Counter Notification”). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following:
- Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled.
- A statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which Movidesk is located.
- A statement that you will accept service of process from the party that filed the Notification or the party’s agent.
- Your name, address, and telephone number.
- A statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled because of a mistake or misidentification of the material to be removed or disabled.
- Your physical or electronic signature.
If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that they have filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees. Filing a false Counter Notification constitutes perjury.
Services and website management
We reserve the right, but do not have the obligation, to:
- In our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your User Content or any portion thereof.
- In our sole discretion and without liability, remove from the Services or otherwise disable any file or content that are excessive in size, are in any way burdensome to our systems, or harms other users of the Services.
- Manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services to all their users.
Software components and third-party software
Mobile application license
We grant you a revocable, non-exclusive, non-transferable, limited right to install and use the Movidesk mobile application on wireless devices, and use the mobile application to access features of the Services. The use of the mobile application will be subject to all the terms of this Agreement.
The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access the Services:
- The license granted to you for the Movidesk mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service.
- You represent and warrant that you are not located in a country that is subject to a US government embargo, or that has been designated by the US government as a “terrorist supporting” country, and you are not listed on any US government list of prohibited or restricted parties.
- You agree to comply with applicable third-party terms of agreement when using the Movidesk mobile application.
Services updates, modifications and interruptions
The Services may periodically be updated with tools, improvements, fixes, utilities, third-party applications, or general updates to improve the Services. We reserve the right to change, modify, or remove any content of the Services at any time or for any reason at our sole discretion without notice. We will provide the support information we deem appropriate, but we will have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
You are responsible for securely managing your passwords for the Services and to contact Movidesk if you become aware of any unauthorized access to your account.
Disclaimer of warranties
YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOVIDESK AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,”SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. MOVIDESK AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM DEFECTS, VIRUSES, INTERRUPTION, ERRORS, THEFT, OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF START OF THE DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
MOVIDESK, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS, LAWS, OR REGULATIONS.
Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OR THE SERVICES AGREEMENT(S) TO THE CONTRARY, THE ENTIRE LIABILITY OF MOVIDESK, ITS AFFILIATES, DISTRIBUTORS, AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE SIX (6) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, MOVIDESK, ITS AFFILIATES, DISTRIBUTORS, AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET MOVIDESK SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF MOVIDESK AND ITS AFFILIATES, DISTRIBUTORS, AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF MOVIDESK, ITS AFFILIATES AND DISTRIBUTORS, AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You can terminate your subscription any time by contacting our support team and we will process your request immediately. You can also deactivate agents from your account any time and you will no longer be charged for their use of the Services. You will be able to reactivate your account for up to 30 days; after that, your account will be deleted.
When you terminate your subscription, you will be charged only for the agents and days you used within your last 30-day period. There are no penalties or deactivation fees. You will not be charged for the Services you used during your trial period (“Trial”) if you stop using the Services at the end of your initial 30-day period, circumstances under which you will not be required to provide Movidesk with payment information.
Effect of terminating your account: Data export. We recommend that you export your system data (“Services Data”) through the Services export features and APIs before you terminate your Account. In any event, following the termination of your Account either by you or us, unless otherwise specified elsewhere herein or in in the Services related documentation, Services Data will be archived for ninety (90) days before being deleted. If you did not download your data, you can contact our support team and we will export all your data and send you a link for you to download your files at no charge. Service Data cannot be recovered once it is deleted.
Movidesk may, in its sole discretion and without notice, restrict, deny, terminate this Agreement, or suspend the Services, effective immediately, in whole or in part, if we determine that your use of the Services violates the Agreement, is improper, or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity, or unauthorized access issues, to protect the integrity or availability of the Services or systems and comply with applicable Movidesk policy, or if you no longer agree to receive electronic communications, or if your use of the Services conflicts with Movidesk’s interests or those of another user of the Services. Upon termination, you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Movidesk’s rights to any payments due to it. Movidesk may terminate a free account, if made available, at any time.
Should we terminate your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Payment and taxes’, ‘Your rights and limitations to use the Services’, ‘Your personal information’, ‘User content contributions’, ‘Disclaimer of warranties’, ‘Limitation of liability’, ‘Termination’, ‘Confidentiality and service data ownership’, ‘Governing law’, ‘Disputes’, ‘General’, and ‘Indemnification’.
Export and trade restrictions
The Services, its related website, online services, and the Movidesk mobile application, provided by Movidesk, are subject to restrictions under applicable US export control laws, including US trade embargoes and sanctions and security requirements, and regulations administered by the United States government. Movidesk will comply with these laws and regulations, and will not export any part of the Services in violation of these laws and regulations.
Confidentiality and service data ownership
“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether in writing or orally, that is designated as confidential. Confidential Information shall include all information concerning: Disclosing Party’s customers and potential customers, past, present, or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, and development. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data shall be Confidential Information under this Agreement regardless of whether or not it is designated as confidential.
The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide any element of the Services or Consulting Services), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement.
The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.
Data ownership. You shall retain ownership rights to all Service Data processed under the terms of this Agreement. Movidesk will never sell, rent, or lease your Service Data to any third party. We will not share your Service Data with third parties, except as permitted by this Agreement and in order to secure, provide, and/or support the Services.
Data collection. Whenever you or your customers and end-users interact with the Services, we may collect and record information from browsers and devices, which may include IP address, “cookie” information, and the type of browser and device being used to access the Services. We only use this data to provide the Services or in aggregate form, and not in any manner that would identify your agents or end-users personally.
Data access. You agree that Movidesk’s personnel shall have the right to access your account and to use, modify, reproduce, distribute, display, and disclose personal data of your agents to the extent necessary to provide, secure, or improve the Services.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply the laws of the Commonwealth of Massachusetts to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND MOVIDESK ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
To expedite resolution and control the cost of any dispute, controversy, or claim related to this Agreement (each a “Dispute” and collectively, the “Disputes”) brought by either you or Movidesk (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Middlesex county, Massachusetts. The decision of the arbitrator shall be final and not appealable.
If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Middlesex county, Massachusetts, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from this Agreement.
In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Exceptions to arbitration
The Parties agree that the following disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (i) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (ii) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (iii) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the jurisdiction of that court.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, distributors, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:
- Your User Content.
- Use of the Services.
- Your violation of the rights of a third party, including but not limited to intellectual property rights.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
We will indemnify, defend and hold you harmless, at our expense, against any Action brought against you and your officers, directors, employees, agents, service providers, licensors, and affiliates, by a third party not affiliated with you to the extent that such Action is based upon or arises out of:
- An allegation that the Services infringe a valid patent in a member state of the Patent Cooperation Treaty, registered trademark, or copyright (“IP Indemnification”).
- Our breach of our confidentiality obligations or our misuse of customer data.
- Notify us in writing within thirty (30) days of becoming aware of any such claim.
- Give us sole control of the defense or settlement of such a claim.
- Provide us (at our expense) with any and all information and assistance reasonably requested by us to handle the defense or settlement of the claim.
We shall not accept any settlement that (i) imposes an obligation on you; (ii) requires you to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on you without your prior written consent.
We shall not have any obligation or liability if the alleged claim is caused by or based on: (i) any combination of the Services with any hardware, software, equipment, or data not provided by us, (ii) modification of the Services by anyone other than us, or modification of the Services by us in accordance with specifications or instructions that you provided, (iii) use of the Services in violation of or outside the scope of this Agreement, or (iv) a technology component not provided by us.
Notwithstanding the foregoing, in the event of such a claim, or if we believe that such a claim is likely, we may, at our sole option and expense: (a) modify the Services or provide you with substitute Services that is non-infringing; or (b) obtain a license or permission for you to continue to use the Services, at no additional cost to you; or (c) if neither (a) nor (b) is, in our judgment, commercially practicable, terminate your access to the Services (or to a portion of the Services as necessary to resolve the claimed infringement) and refund all or a proportionate amount of any fees that you have previously paid covering the use of the Services after the effective date of such termination. THIS SUBSECTION STATES OUR ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.
Electronic communications, transactions, and signatures
Accessing our website and the Services, communication through email messages, and providing data through online forms are considered electronic communications. You agree to receive electronic communications, and you agree that all agreements, communication, notices, disclosures, and other communications we provide to you electronically, via email and by means of the Services, will satisfy any legal requirement that such communication be performed in writing.
You agree to the use of electronic signatures, contracts, and other documentation, and to the electronic delivery of notices, Services documentation and updates, and records of transactions initiated or completed by us or via the Services and its website. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
Transfer of Agreement ownership. You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or your rights under this Agreement, or delegate performance of your duties under this Agreement, without our prior written consent, which consent will not be unreasonably withheld. Movidesk may assign or transfer this Agreement without your consent to an affiliate, a company through a sale of assets or rights by Movidesk, or a successor by merger. If you want to request a transfer of this Agreement, contact Movidesk via an email to firstname.lastname@example.org.
Publicity. You grant us the right to add your name and company logo to our customer list and website. To object to this use, please indicate so by sending an email to email@example.com.
Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
We will contact you at your address(es) as provided in your Services subscription account information. We may give electronic notices by general notice via the Services and may give electronic notices specific to you by email to your email address(es). We may also give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.
In order to resolve a complaint regarding the Services or to receive any further information regarding the services or Movidesk, please contact us at:
Movidesk / Moviway Solutions LLC
361 Newbury Street – 5th floor
Boston – MA
Phone: +1 (857)-206-6645