Date of Last Revision: June 20, 2023
Welcome to Nextmv!
Nextmv.io inc. (herein referred to as the “Nextmv,” “company”, “we,” “us” or “our”) provides and makes available our website, along with associated services, software, software-as-a-service, and software development kits through nextmv.io and all associated subdomains (hereby referred to as the “Website”).
All use of the Website, including use of any of our services, software, software-as-a-service, software development kit, and any other use of Nextmv products and services offered through https://www.nextmv.io and all associated subdomains is subject to the terms and conditions contained in this Terms of Use Agreement (the “Agreement” or the “Terms of Use”) and all other policies and agreements incorporated by reference herein.
Please read this Agreement carefully. By accessing, browsing, using our software, our services, our software development kit, or otherwise in any way using the Website, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you shall not access, browse or use the Website.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Use at any time. If we make changes to these Terms of Use, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Websites user interface, in an email notification or through other reasonable means. Any such changes will become effective when they are posted. Your continued use of the Website after the date any such changes become effective constitutes your acceptance of the new Terms of Use.
Your access to and use of the Website is also subject to Nextmv’s Privacy Policy located at https://www.nextmv.io/privacy, the terms and conditions of which are hereby incorporated herein by reference.
PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
This Website contains material, including but not limited to software, services, software-as-a-service, software development kit, text, graphics and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws.
You may use the Website only for lawful purposes and in accordance with these Terms of Use and associated product-specific agreements and documents. You agree not to use the Website:
Additionally, you agree not to:
You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other Website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Website shall automatically terminate and you shall immediately destroy any copies you have made of the Content.
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to Users, including registered Users.
You are responsible for both:
To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by Terms of Use, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, a User name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your User name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your User name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any User name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
The Website and its entire contents, features and functionality (including but not limited to all information, software, services, software development kit, software-as-a-service, algorithms, graphs, reports, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:
You must not:
You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website. If you wish to make any use of material on the Website other than that set out in this section, please address your request to: support@nextmv.io.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.
The trademarks, service marks, and logos of Nextmv (the “Nextmv Trademarks”) used and displayed on this Website are registered and unregistered trademarks or service marks of Nextmv. Other company, product, and service names located on the Website may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with Nextmv Trademarks, the “Trademarks”). Nothing on this Website or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Website without the prior written consent of Nextmv specific for each such use. The Trademarks may not be used to disparage Nextmv or the applicable third-party, Nextmv’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any Website is prohibited without Nextmv’s prior written consent. All goodwill generated from the use of any Nextmv Trademark shall inure to Nextmv’s benefit.
You agree not to: (a) take any action that imposes an unreasonable load on the Website’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on the Website, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Website, (d) delete or alter any material posted on the Website by Nextmv or any other person or entity, (e) frame or link to any of the materials or information available on the Website, (f) do anything that may violate local, state, federal, or any laws or regulations applicable to you in your jurisdiction.
The Website contains links to third-party websites or other access to other sites and resources on the Internet. Nextmv has no control over such sites and resources and Nextmv is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Nextmv will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Website are between you and the third party, and you agree that Nextmv is not liable for any loss or claim that you may have against any such third party.
Certain elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.1 of the Agreement. None of the Content for this Website may be retransmitted without the express written consent from Nextmv for each and every instance.
We have the right to:
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we cannot review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any User or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website may include content provided by third parties, including materials provided by other Users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the App Services by website link or otherwise.
We are not responsible or liable for your use of any Third-Party Products, API’s, or any secrets you submit to the Website and associated services. You remain entirely responsible and liable for such uses, and protecting such credentials.
If you do not agree to abide by these terms, and the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products or utilize any such API through our services.The Website and associated services may permit access to Third-Party Products, and enable the ability for you to connect to third party Application Programming Interfaces (“API”) such as HERE Maps or other data providers. This may enable and allow us to manage API keys and secrets management for Third-Party Products.
Any part of the Website that contains or utilizes Open Source Software is distributed and made available under the terms of the open source license agreements referenced in the applicable distribution or the applicable help, notices, about or source files or Documentation. Copyrights and other proprietary rights to the Open Source Software are held by the copyright holders identified in the applicable distribution or the applicable help, notices, about or source files or Documentation. The Website shall not include any code licensed under any “viral” or “copyleft” license.
“Open Source Software” means third-party software that is distributed or otherwise made available as “free software”, “open source software” or under a similar licensing or distribution model.
All purchases through our Website or other transactions for the sale of services formed through the Website, or as a result of visits made by you are governed by the associated Order Form and referenced agreements, which are hereby incorporated by reference into these Terms of Use. Specifically:
Your download and use of the Nextmv software development kit (SDK) and command line interface (CLI) is subject to our Software License Terms and Conditions located at https://www.nextmv.io/software-license-terms as updated from time to time.
Your use of Nextmv Apps is subject to our Nextmv App Terms which are part of this Terms of Use and written below, as updated from time to time. Use of Nextmv Apps or API for external and production purposes requires payment of associated Fees in accordance with the App Terms. Please contact us for external use. Violation of this provision will result in suspension or termination of your access rights and gives us the right to collect on amounts according to your usage.
Your use of our public cloud hosted service is subject to our Public Cloud Terms and Conditions, located at https://www.nextmv.io/public-cloud-terms, as updated from time to time.
Your trial use of our Website is subject to our Trial License Terms, which are part of this Terms of Use.
It is your responsibility to review all the above mentioned agreements and confirm that you comply with the terms therein.
We use Stripe, Inc. to process payments and are subject to Stripe’s End User Terms (https://stripe.com/legal/end-users) and Privacy Policy (https://stripe.com/privacy). Additional terms and conditions may also apply to specific portions, services or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.
You agree to release, indemnify and hold Nextmv and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Website, any User Content, your connection to the Website, your violation of these Terms of Use or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
COMPANY MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID COMPANY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Use as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Nextmv, whether arising out of or relating to this Terms of Use (including any alleged breach thereof), the Website, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Use, you and Nextmv are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution
Nextmv is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at info@nextmv.io. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Nextmv should be sent to 1835 N Palethorp St, Philadelphia PA, 19122 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Nextmv and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Nextmv may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Nextmv or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Nextmv is entitled.
d. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Use as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Use and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Nextmv and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Nextmv agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.
f. Confidentiality
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
g. Severability
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Use will continue to apply.
h. Future Changes to Arbitration Agreement
Notwithstanding any provision in this Terms of Use to the contrary, Nextmv agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Website, you may reject any such change by sending Nextmv written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use).
You agree that Nextmv, in its sole discretion, may suspend or terminate your use of the Website and remove and discard any content within the Website, for any reason, including, without limitation, for lack of use or if Nextmv believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Website, may be referred to appropriate law enforcement authorities. Nextmv may also in its sole discretion and at any time discontinue providing the Website, or any part thereof, with or without notice. You agree that any termination of your access to the Website under any provision of this Terms of Use may be effected without prior notice, and acknowledge and agree that Nextmv may immediately and bar any further access to such files or the Website. Further, you agree that Nextmv will not be liable to you or any third party for any termination of your access to the Website.
You agree that you are solely responsible for your interactions with any other user in connection with the Website and Nextmv will have no liability or responsibility with respect thereto. Nextmv reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Website.
These Terms of Use including the Trial License Terms, the Nextmv App Terms, and all agreements and documents incorporated by reference constitute the entire agreement between you and Nextmv and govern your use of the Website, superseding any prior agreements between you and Nextmv with respect to the Website. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software.
No amendment to or modification of this Terms of Use is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Terms of use, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Terms of Use will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
These Terms of Use will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Nextmv agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within the State of Delaware. The failure of Nextmv to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
You may not assign this Terms of Use without the prior written consent of Nextmv, but Nextmv may assign or transfer this Terms of Use, in whole or in part, without restriction.
The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Website may also provide notices to you of changes to these Terms of Use or other matters by displaying notices or links to notices generally on the Website.
Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, that we may, without your consent, include your name and other indicia in its lists of our current or former customers of our promotional and marketing materials.
At Nextmv, we respect the privacy of our users. For details please see our Privacy Policy, which is hereby incorporated by reference. By using the Website, you consent to our collection and use of personal data as outlined therein.
Under California Civil Code Section 1789.3, users of the Website from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us by emailing us at info@nextmv.io.
This Website is hosted in Philadelphia, Pennsylvania. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
U.S. Government Restricted Rights. The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Website or Content by the Government constitutes acknowledgement of our proprietary rights in the Website and Content.
Questions? Concerns? Suggestions? Please contact us at info@nextmv.io to report any questions regarding this Terms of Use.
Last Modified: June 20, 2023
This Nextmv Trial License Terms (this "Agreement") is a binding contract between you ("Licensee," "you," or "your") and Nextmv.io, Inc. ("Licensor," "we," "our," or "us"). This Agreement governs your access to and use of the Nextmv software offerings on a trial basis, which you desire to access and use solely for your internal evaluation purposes during the Evaluation Period.
THIS AGREEMENT TAKES EFFECT BY SIGNING UP FOR, ACCESSING, DOWNLOADING, AND/OR USING THE SOFTWARE (the "Effective Date"). BY SIGNING UP FOR, ACCESSING, DOWNLOADING, AND/OR USING THE SOFTWARE DESCRIBED IN EXHIBIT A (THE “SOFTWARE”) YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. YOUR USE OF THE SOFTWARE ARE SUBJECT TO OUR TERMS OF USE AND PRIVACY POLICY, WHICH ARE HEREBY INCORPORATED BY REFERENCE.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCESS, DOWNLOAD, OR USE THE SOFTWARE. BUTTON BELOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT, DOWNLOAD, ACCESS OR USE THE SOFTWARE.
WHEREAS, Licensor desires to license to Licensee, and Licensee desires to obtain a license and access rights as described in Exhibit A solely for Licensee's internal evaluation purposes during the time period set forth on Exhibit A, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-sublicensable, and non-transferable license for 14 days following acceptance of this Agreement ("Evaluation Period") to: (a) use the product described in Exhibit A (the "Software") solely for Licensee's internal evaluation purposes; and (b) use the Licensor's end user documentation relating to the Software available at https://www.nextmv.io/docs (the "Documentation") solely for Licensee's internal evaluation purposes in connection with Licensee's use of the Software. Licensee will not use the Software for any purpose other than evaluating and testing such Software internally in connection with assessing whether Licensee desires to enter into a commercial license agreement with Licensor for the Software. This Agreement does not provide a commercial license and Licensee's use of the Software after the Evaluation Period is subject to the parties' entering into and executing a separate commercial license agreement. Licensee’s use of the Nextmv application programming interface (API) tool in their evaluation of the Software is subject to these Terms of Use, as updated from time to time. Licensee’s deployment to public, multi-tenant cloud environments will be subject to the Nextmv Public Cloud Terms and Conditions located at https://www.nextmv.io/public-cloud-terms as updated from time to time. At the conclusion of the Evaluation Period, Licensee will no longer have access to the Software, and will be presented with an option to upgrade to the Nextmv Apps or Nextmv Public Cloud offering. Your usage limits of the trial is according to the rate limits set forth at https://www.nextmv.io/docs/reference/nextmv-cloud/rate-limits.
2. Use Restrictions. Licensee shall not use the Software or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee shall not at any time, directly or indirectly: (a) copy, modify, or create derivative works of the Software or the Documentation, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (d) remove any proprietary notices from the Software or the Documentation; (e) redistribute or modify the Software in any way; (f) violate license rules for the templates provided or Software; (g) use the Software, CLI, templates, and SDK for live, production, or active purposes; or (h) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
3. Acceptable Use. The Software may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set forth in this Terms of Use, as may be amended from time to time, which is incorporated herein by reference. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted this Terms of Use from time to time.
4. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Software confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
5. Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Software.
6. Delivery. Licensor shall deliver the Software to Licensee electronically, on tangible media, or by other means, in Licensor's sole discretion, on the Effective Date. Risk of loss of any tangible media on which the Software is delivered will pass to Licensee on delivery to carrier.
7. Licensee Responsibilities. Licensee is responsible and liable for all uses of the Software and Documentation resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
8. Support. Licensor has no obligation under this Agreement to provide support, maintenance, upgrades, modifications, or new releases of the Software or Documentation to Licensee.
9. Evaluation Fee. The parties agree that no license fees or other fees will be payable under this Agreement in exchange for the licenses granted under this Agreement. Licensee acknowledges and agrees that this fee arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.
10. Confidential Information. From time to time during the Evaluation Period, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party's Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
11. Intellectual Property Ownership; Feedback.
(a) Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right, title, and interest, including all intellectual property rights, in and to the Software and Documentation.
(b) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Licensor may monitor Licensee’s use of the Software and collect and compile data and information related to your use of the Software to be used by Licensor in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Software ("Aggregated Statistics"). As between Licensor and Licensee, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Licensor. You acknowledge that Licensor may compile Aggregated Statistics based on your data input into the Software. You agree that Licensor may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Licensee or Licensee’s Confidential Information.
(c) If Licensee or any of its employees or contractors submits, orally or in writing, suggestions or recommended changes to the Software or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Licensor is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Licensee hereby assigns to Licensor on Licensee's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Licensor is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use any Feedback.
12. Disclaimer of Warranties. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
13. Indemnification. Licensee agrees to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, or costs (including reasonable attorneys' fees) resulting from any third-party claim, suit, action, or proceeding based on Licensee's (a) negligence or willful misconduct or (b) use of the Software or Documentation in a manner not authorized or contemplated by this Agreement. In the event Licensor seeks indemnification or defense from Licensee under this provision, Licensor shall promptly notify Licensee in writing of the claim(s) brought against Licensor for which Licensor seeks indemnification or defense. Licensor reserves the right, at its option and in its sole discretion, to assume full control of the defense of claims with legal counsel of Licensor's choice. Licensee may not enter into any third-party agreement, which would, in any manner whatsoever, affect Licensor's rights, constitute an admission of fault by Licensor or bind Licensor in any manner, without Licensor's prior written consent.
14. Limitations of Liability. IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
15. Term and Termination. This Agreement is effective as of the Effective Date and, unless terminated earlier pursuant to this Section 15, will continue in effect until the expiration of the Evaluation Period. Either party may terminate this Agreement at any time, without cause, upon prior written notice. Licensor may terminate this Agreement on written notice to Licensee if Licensee materially breaches or fails to comply with any terms or conditions of this Agreement and does not cure such breach or failure within 7 days after receiving written notice thereof. Upon expiration or earlier termination of this Agreement, the license granted hereunder will also terminate and Licensee shall cease using and delete, destroy, or return all copies of the Software and Documentation and certify in writing to the Licensor that the Software and Documentation has been deleted or destroyed. This Section 15 and Sections 2, 3, 5, 8, 9, 10, 11, 12, and 14 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
16. Miscellaneous.
(a) Export Regulation. The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee 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 Software available outside the US.
Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement.
1. DESCRIPTION OF SOFTWARE: The Nextmv Command Line Interface (CLI), Software Development Kit (SDK), and access to the Nextmv platform using a public deployment ("Software") Evaluation allows you to build and run custom services on your local machine and deploy to the Nextmv Public Cloud (subject to the Public Cloud Terms and Conditions). The SDK will include the CLI, pre-built decision models, modeling and solving Software, access to the Nextmv Public Cloud, and basic web-based support. The Evaluation is only available for the Evaluation Period, and strictly subject to the terms and conditions of this Agreement, and all other agreements incorporated by reference. The Evaluation is for internal evaluation purposes only, and must not be used for production deployment with live data.
2. EVALUATION PERIOD: 14 days.
Last Modified: June 20, 2023
These Nextmv App Terms (this "Agreement") is a binding contract between you ("Customer," "you," or "your") and Nextmv.io, Inc. ("Nextmv,""Provider, “we," or "us"). This Agreement governs your access to and use of the App Services and API.
THIS AGREEMENT TAKES EFFECT WHEN YOU SIGN UP FOR THE APP SERVICES, CLICK THE "I ACCEPT" BUTTON, EXECUTE THE APPLICABLE ORDER FORM, OR BY ACCESSING OR USING THE APP SERVICES AND API (the "Effective Date"). BY CLICKING ON THE "I ACCEPT" BUTTON, BY EXECUTING THE APPLICABLE ORDER FORM, OR BY ACCESSING OR USING THE APP SERVICES AND API YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT CLICK I ACCEPT, EXECUTE THE ORDER FORM, OR ACCESS THE APP SERVICES AND API. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE APP SERVICES AND API.
1. Definitions.
(a) "Authorized User" means Customer and Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the App Services and API under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the App Services and API has been purchased hereunder.
(b) "App Services" means the services provided by Nextmv under this Agreement that are detailed on Nextmv's website available at https://www.nextmv.io/docs and reflected in the Customer's Order Form.
(c) "API" means the Nextmv API (application programming interface) and any API Documentation or other API materials made available to Customer by Nextmv, including, without limitation, through https://www.nextmv.io/docs, including any API Updates.
(d) "API Documentation" means the API documentation made available to Customer by Nextmv from time to time, including, without limitation, through its website at https://www.nextmv.io/docs
(e) “API Call” means a request to a run endpoint to execute a decision optimization in the Public Cloud Services (“API Call”).
(f) "API Key" means the security key Nextmv makes available for Customer to access the API.
(g) "Applications" means any applications developed by Customer to interact with the API.
(h) "API Updates" means any updates, bug fixes, patches, or other error corrections to the API that Nextmv generally makes to all Customers of the API.
(i) "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the App Services and API.
(j) "Documentation" means Nextmv's end user documentation relating to the App Services and API available at https://www.nextmv.io/docs
(k) "Nextmv Marks" means Provider’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this Agreement.
(l) "Nextmv IP" means the App Services, the Documentation, the API, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Nextmv IP includes Aggregated Statistics and any information, data, or other content derived from Nextmv's monitoring of Customer's access to or use of the App Services and API, but does not include Customer Data.
(m) "Order Form" means the associated and applicable order form entered into between the Parties that identifies the associated Fees, Authorized Users, Term, and other specific details around each engagement between the Parties.
(n) "Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the App Services and API.
2. Access and Use.
(a) Provision of Access to App Services. Subject to the terms and conditions of this Agreement, Nextmv hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the App Services during the Term solely for your business operations by Authorized Users in accordance with the terms and conditions herein. Nextmv shall provide you the necessary passwords and access credentials to allow you to access the App Services.
(b) Documentation License. Subject to the terms and conditions contained in this Agreement, Nextmv hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the App Services.
(c) Downloadable Software. Use of the App Services may require or include use of downloadable software. Nextmv grants you a non-transferable, non-exclusive, non-assignable, limited right for Authorized Users to use downloadable software we provide as part of the App Services in accordance with our Terms of Use. Any Third-Party Products that consist of downloadable software are subject to the terms of that Third-Party Product.
(d) Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the App Services, any software component of the App Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the App Services, any software component of the App Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the App Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the App Services, in whole or in part; (iv) remove any proprietary notices from the App Services or Documentation; or (v) use the App Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
(e) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Nextmv may monitor Customer's use of the App Services and collect and compile data and information related to Customer's use of the App Services to be used by Nextmv in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the App Services ("Aggregated Statistics"). As between Nextmv and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Nextmv. You acknowledge that Nextmv may compile Aggregated Statistics based on Customer Data input into the App Services. You agree that Nextmv may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.
(f) Reservation of Rights. Nextmv reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Nextmv IP.
(g) Suspension. Notwithstanding anything to the contrary in this Agreement, Nextmv may temporarily suspend Customer's and any other Authorized User's access to any portion or all of the App Services if: (i) Nextmv reasonably determines that (A) there is a threat or attack on any of the Nextmv IP; (B) Customer's or any other Authorized User's use of the Nextmv IP disrupts or poses a security risk to the Nextmv IP or to any other customer or vendor of Nextmv; (C) Customer or any other Authorized User is using the Nextmv IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Nextmv's provision of the App Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Nextmv has suspended or terminated Nextmv's access to or use of any third-party services or products required to enable Customer to access the App Services; or (iii) in accordance with 5 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Nextmv shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the App Services following any Service Suspension. Nextmv shall use commercially reasonable efforts to resume providing access to the App Services as soon as reasonably possible after the event giving rise to the App Services Suspension is cured. Nextmv will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.
h. API License Terms. If Customer is utilizing Nextmv’s API offering, the following terms apply to Customer’s use of the API.
3. Customer Responsibilities.
(a) Terms of Use. The App Services and API may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set forth this Terms of Use, as may be amended from time to time, which is incorporated herein by reference. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted this Terms of Use from time to time.
(b) Account Use. You are responsible and liable for all uses of the App Services, API, and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the App Services and shall cause Authorized Users to comply with such provisions.
(c) Customer Data. You hereby grant to Nextmv a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Nextmv to provide the App Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data and any Authorized User's use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data.
(d) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the App Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
4. Service Levels and Support.
(a) Service Levels.
(b) Support.
5. Fees and Payment.
(a) Customer shall pay Provider the fees as described on https://www.nextmv.io/pricing and in accordance with Customers Order Form ("Fees") within thirty (30) days from the invoice date without offset or deduction. Provider retains the right to update Pricing from time to time, and will notify Customer of any such Pricing changes 30 days before such change takes place.
(b) Customer will be invoiced monthly or annually based on their use of the Public Cloud Services and in accordance with the Fees and applicable Order Form. The Term will be based on the Order Form and will renew automatically. If Customer’s use exceeds allotted limits in the applicable Order Form, Customer will automatically subscribe to the next tier of usage in accordance with the applicable Order Form. Customer Fees will automatically increase during the course of a billing period if Customer exceeds allocated maximum API Calls limit in a Billing Period. In such cases, Fees will increase up to the tier price which corresponds with the number of API Calls made in the billing period and Customer will be charged the prorated amount for the overage from the previous month and have their subscription updated moving forward. Tier prices for API Calls will be as indicated in the applicable Order Form. Once increased, your Subscription Fee will not automatically decrease, even if there is a reduction in the number of API Calls made in subsequent billing periods.
(c) Customer shall make all payments hereunder in US dollars on or before the due date.
(d) If Customer fails to make any payment when due, without limiting Provider's other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 30 days or more, Provider may suspend, in accordance with Section 2(g), Customer's and all other Authorized Users' access to any portion or all of the Public Cloud Services until such amounts are paid in full.
(e) All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.
6. Confidential Information. From time to time during the Term, Nextmv and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
7. Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the App Services and API and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the App Services and API, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
8. Limited Warranty and Warranty Disclaimer.
(a) Nextmv warrants that the App Services and API will conform in all material respects to the Service Levels when accessed and used by Customer in accordance with the Documentation. Nextmv does not make any representations or guarantees regarding uptime or availability of the App Services and API unless specifically identified in the Service Levels. The remedies set forth in the Service Levels are Customer's sole remedies and Nextmv's sole liability under the limited warranty set forth in this Section 8(a). THE FOREGOING WARRANTY DOES NOT APPLY, AND NEXTMV STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
(b) Customer Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use of the App Services and API are in compliance with the TOU.
(c) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE APP SERVICES AND API ARE PROVIDED "AS IS" AND NEXTMV SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NEXTMV SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEXTMV MAKES NO WARRANTY OF ANY KIND THAT THE APP SERVICES, THE API, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
9. Indemnification.
(a) Nextmv Indemnification.
(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Nextmv's option, defend Nextmv and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; or (ii) based on Customer's or any Authorized User's negligence or willful misconduct or use of the App Services or API in a manner not authorized by this Agreement; provided that Customer may not settle any Third-Party Claim against Nextmv unless Nextmv consents to such settlement, and further provided that Nextmv will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
10. Limitations of Liability. IN NO EVENT WILL NEXTMV BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER NEXTMV WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL NEXTMV'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO NEXTMV UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The exclusions and limitations in this Section 11 do not apply to the parties' obligations under 10.
11. Term and Termination.
(a) Term. The term of this Agreement begins on the Effective Date and continues until terminated in accordance with the applicable Order Form. If you are on a monthly subscription, the Term is for 1 month and renews automatically each month. For annual subscriptions, App Services or API that are specified to automatically renew will renew for up to 1 additional successive 1-year terms unless earlier terminated pursuant to this Agreement's express provisions or either party gives the other party written notice of non-renewal at least 30 days prior to the expiration of the then-current services period.
(b) Termination. In addition to any other express termination right set forth in this Agreement:
(c) Effect of Termination. Upon termination of this Agreement, Customer shall immediately discontinue use of the Nextmv IP. No expiration or termination of this Agreement will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
(d) Survival. This Section 11(d), Sections 2, 3, 5, 6, 7, 8, 10, and 12, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
12. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on our website or an email from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the App Services or API after the effective date of the modifications will be deemed acceptance of the modified terms. Nextmv will provide at least 30 days' advance notice of changes to any service level that Nextmv reasonably anticipates may result in a material reduction in quality or services.
