MOVE PRO FOR DESKTOP (LOCAL PROCESSING)

1. PLEASE READ THIS AGREEMENT CAREFULLY
1.1 We make the Software and the Services (both as defined below) available to you under the terms of this end user licence agreement.  By signing the Subscription Agreement between you and us (“Subscription Agreement”), you and we agree to be bound by, and to comply with, the terms of the Subscription Agreement which incorporates the terms of this end user licence agreement (“agreement”).  The provisions of the Subscription Agreement apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
1.2 If there is an inconsistency between any of the terms of this end user licence agreement and the provisions of the Subscription Agreement, the provisions of the Subscription Agreement shall prevail.
1.3 Where a capitalised term is used in this agreement and not defined in clauses 1-15, it has the meaning given to it in clause 16.2.

2. WHO WE ARE AND WHAT THIS AGREEMENT DOES
2.1 We are Move AI Limited (registered with company number 11886662) of International House, 142 Cromwell Road, London, United Kingdom, SW7 4EF (“Move AI”, “we”, “us”).
2.2 This agreement is made between us and the company you represent that is identified in the Subscription Agreement (“you”, “your”).
2.3 This agreement sets out the terms upon which we license you to download and use the Software, the related documentation available at https://docs.move.ai/knowledge Documentation”), and any updates or supplements to them and the provision of Services by us to you from time to time.  We remain the owners of the Licence Dongle, Software, Documentation and all works created in connection with the Services at all times.
2.4 You acknowledge that if we process your personal data or any other personal data that you or others share with us in connection with this agreement we do so in accordance with clause 11 of this agreement and our Privacy Policy https://www.move.ai/privacy-policy.
2.5 We may from time to time release and make available to you versions of the Software or specific Software features that are designated as being in ‘Beta’ or ‘Beta’ versions.  Any such ‘Beta’ designation typically indicates that the feature or version of the Software in question is in pre-commercial release form and is made available to you without charge or on a discounted basis.  It is provided to you early ahead of commercial release on this basis on the understanding that it is provided “as is” and that you therefore accept that it may contain material errors or bugs, may not be fully functional and/or may fail to operate, either at all or as expected, and that your use of this feature or version is entirely at your risk.  If you do not wish to accept this risk, you should not use any feature or version of the Software that is designated as being in ‘Beta’ or a ‘Beta’ version.

3. SUPPORT AND CONTACTING US
3.1 If you want to learn more about the Software or have any problems using it, please take a look at the Documentation.
3.2 If you think the Software is faulty or misdescribed or wish to contact us for any other reason please email our customer service team at support@move.ai.
3.3 For technical support Services in relation to your use of the Software, please see Clause 14.
3.4 If we have to contact you, we will do so by email, using the contact details you have provided to us.

4. OPERATING SYSTEM REQUIREMENTS, SOFTWARE LICENCE AND RESTRICTIONS
4.1 The Software:
4.1.1 requires the hardware as outlined in the Documentation;
4.1.2 may only be activated and used in conjunction with the Licence Dongle that we provide to you, which will authenticate your right to use the Software and unlock the authorised Software functionality.
4.2 In return for you agreeing to comply with this agreement and the payment by you of any applicable Fees, we grant to you a non-exclusive, non-transferable licence to, and to permit the Authorised Users to:
4.2.1 download the downloadable encrypted object code versions of the Software and the Documentation that we have authorised you to use on to a compatible device and to view, use and display the Software and the Documentation and access the Services on: (i) one device if the Software is licensed for a single Authorised User; or (ii) such number of devices as is specified in the Subscription Agreement if the Software is licensed for more than one Authorised User; and
4.2.2 receive and/or use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as we may provide or make available to you from time to time,
4.2.3 for the Permitted Purpose during the Subscription Term and in accordance with the provisions of this agreement.
4.3 You will, and you will ensure that your Authorised Users will:
4.3.1 comply with this agreement;
4.3.2 comply with the Documentation and other reasonable instructions of Move AI;
4.3.3 only use the Software, Licence Dongle and the Documentation for the Permitted Purpose;
4.3.4 only permit Authorised Users to access the Software and Services;
4.3.5 only use the Software in accordance with the Usage Limitations set out in the Subscription Agreement;
4.3.6 not engage in or permit any other person to engage in any Prohibited Use of the Services, Software or the Licence Dongle;
4.3.7 not rent, lease, sub-license, loan, provide, or otherwise make available, the Software, Licence Dongle or the Documentation in any form, in whole or in part, to any person without prior written consent from us;
4.3.8 not copy the Software, Licence Dongle or Documentation, except as part of the normal use of the Software or where it is necessary for the purpose of back-up or operational security;
4.3.9 not translate, merge, adapt, vary, alter or modify, the whole or any part of the Software, Licence Dongle or Documentation nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the Software as permitted in this agreement;
4.3.10 not, except to the extent specifically permitted by applicable law, disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software or Licence Dongle nor attempt to do any such things;
4.3.11 not provide or otherwise make available the Software, Licence Dongle or the Documentation or any part of the Services in whole or in part (including program listings, object and source program listings, object code and source code), in any form to any person other than the Authorised Users without prior written consent from us;
4.3.12 maintain sufficient and robust cybersecurity measures to prevent unauthorised access to the Software, Licence Dongle or the Documentation; and
4.3.13 comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Software.
4.4 Your use of the Software, Licence Dongle, Documentation and the Services is permitted only during the Subscription Term.  Where you provide or make available any aspect of the Software or any Output to a third party, you: (a) shall (in the case of the Software and/or the Documentation) only be entitled to do so where expressly permitted under this agreement; (b) do so at your own risk and you acknowledge and agree that you shall be solely responsible for all arrangements with that third party and for any use of the Software, the Documentation and/or the Output by that third party; and (c) hereby indemnify and agree to keep Move AI indemnified and to defend and hold Move AI harmless against any losses, liabilities, damages, costs or expenses (including legal fees) arising from or in connection with any claim made by that third party against Move AI in connection with this agreement or your, or that third party’s, use of the Software, Documentation and/or Output or use of the Services provided by us to you from time to time.
4.5 You are and shall remain liable for all acts and omissions of your Authorised Users, including any Authorised User’s breach of this agreement.
4.6 You agree to notify us as soon as you become aware of any unauthorised use of the Software, Licence Dongle or Documentation by any person, including any Authorised User.
4.7 The use of the Software is dependent on certain third party infrastructure and services which we do not control, including your internet access.  We therefore do not warrant that the use of the Software will be uninterrupted or error-free.
4.8 We will use reasonable endeavours to do so, but do not warrant that access to the Technical Account Manager will be uninterrupted during Business Hours.
4.9 You shall:
4.9.1 bear all risk of loss, theft or damage to the Licence Dongle;
4.9.2 notify us immediately if the Licence Dongle is stolen, lost, damaged or destroyed or if any unauthorised user may have knowledge, possession or use of the Licence Dongle.  We may, at our sole discretion require verification of loss or theft of the Licence Dongle and may immediately suspend or deactivate the use of the Licence Dongle until a replacement Licence Dongle is provided;
4.9.3 properly store, secure and maintain the Licence Dongle in accordance with any instructions notified by us to you or as may be specified in the Documentation from time to time and ensure the Licence Dongle is protected from unauthorised access or misuse;
4.9.4 immediately notify us in writing if a virtual Licence Dongle has been accessed or is suspected to have been accessed by an unauthorised user.  We may, at our sole discretion, suspend or deactivate the use of the Licence Dongle;
4.9.5 immediately notify us in writing if a virtual Licence Dongle has been accessed or is suspected to have been used for an unauthorised use by an Authorised User.  We may, at our sole discretion, immediately suspend or deactivate the use of the Licence Dongle; and
4.9.6 not, except to the extent specifically permitted by applicable law, modify disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Licence Dongle or attempt to do so to any of the Software authentication or Software activation functionality protected by the Licence Dongle or any other part of the Licence Dongle.
4.10 If a Licence Dongle malfunctions, you should promptly notify us in writing and your sole and exclusive remedy shall be receipt of a replacement Licence Dongle.  We shall have no responsibility to you if and to the extent that any malfunction or non-conformity is attributable to or otherwise derives from damage or misuse by you, any Authorised User or any other person and, if we do elect to provide a replacement Licence Dongle in such instance, we reserve the right to charge you for the provision of such replacement Licence Dongle (including reasonable costs of delivery).
4.11 Any breach of this clause by you may result in immediate deactivation of the Licence Dongle by us.

5. YOUR OTHER OBLIGATIONS
5.1 You shall and, where applicable, you shall procure that your Authorised Users shall:
5.1.1 keep all copies of the Software, Licence Dongle, Documentation and any information provided by us to you in the provision of the Services secure and maintain accurate and up-to-date records of the number and locations of all copies (where permitted under this agreement) of the Software, Documentation and an information provided to you by us in the provision of the Services;
5.1.2 comply with all applicable laws with respect to your and, where applicable, your Authorised Users’ obligations and activities under this agreement;
5.1.3 obtain and maintain all necessary licences, clearances, consents, releases, approvals and permissions necessary for you and, where applicable, your Authorised Users to download and/or use the Software and perform your and their obligations under this agreement;
5.1.4 be solely responsible for procuring and maintaining your and, where applicable, your Authorised Users’ network connections and telecommunications links from your and their systems to the Software, and Move AI shall not be liable for any problems, conditions, delays, delivery failures or any other loss or damage arising from or relating to your or your Authorised Users’ network connections or telecommunications links or caused by the internet;
5.1.5 be solely responsible for the security of your and, where applicable, your Authorised Users’ network and information systems, and Move AI shall not be liable for any loss or damage arising from or relating to any viruses, worms, trojan horses or any other similar things; and
5.1.6 at all times act in good faith towards Move AI and not make any defamatory or derogatory statements about, or take part in any activities in any manner which might be considered to be derogatory or detrimental to the reputation of, Move AI.

6. INTELLECTUAL PROPERTY RIGHTS
6.1 As between you and Move AI:
6.1.1 Move AI owns and shall retain ownership of all Intellectual Property Rights in and to: (i) the Software, Licence Dongle, Documentation and any materials provided by us in connection with the provision of the Services; (ii) any and all content, information, data and know-how obtained or developed in connection with the provision of the Software, Licence Dongle , Documentation and the Services, excluding any Intellectual Property Rights first created by you, or any Authorised User on your behalf, in and to any Output; and (iii) and any feedback/comments provided by you, any Authorised User or any Contributor (or on your or any of their behalf) in relation to the Software and the Documentation.  You hereby assign (including by way of present assignment of future rights) to Move AI any and all Intellectual Property Rights in the foregoing that vest or in future will vest in you, any Authorised User or any Contributor upon creation with effect from that date, and acknowledge and confirm that neither you nor any Authorised Users or Contributors (other than as expressly stated in this agreement) obtain, own or claim any right, title or interest in or to them; and
6.1.2 subject to clause 6.1.1, you shall own and shall retain ownership of any Intellectual Property Rights: (i) in the Materials; and (ii) first created by you, or any Authorised User on your behalf, in and to any Output.
6.2 You hereby grant to Move AI a non-exclusive, royalty-free, transferable, sub-licensable licence to use any Materials and/or Output that are provided, or otherwise made available by or on behalf of you or any of your Authorised Users, to Move AI from time to time under this agreement, provided that such use is limited to use for the purposes of providing any Services or as otherwise required to perform Move AI's obligations. This licence shall terminate on termination the agreement.6.3 We only supply the Software, Licence Dongle, Documents and provide the Services for internal use by your business, and you agree not to use the Software, Licence Dongle, Documents or Services for any re-sale purposes or permit them to be used by any third party except as expressly permitted under this agreement.
6.4 You acknowledge that you have no right to have access to the Software in source code form.
6.5 Neither you nor any Authorised User shall use or permit any other person to use (whether directly or indirectly) any Output or any copy, extract or modified or derivative version of it for any Prohibited Use.  Without prejudice to any other rights or remedies that Move AI may have, you acknowledge and agree that the licence granted in clause 4.2 shall terminate automatically in the event of any non-compliance with this clause 6.5.

7. FEES AND PAYMENT
7.1 The Fees will be charged to your Payment Method OR invoiced to you on the specific payment date(s) or otherwise as indicated in the Subscription Agreement.  The payment terms and the length of your billing cycle will depend on the type of subscription that you choose and will be specified in the Subscription Agreement.  You authorise us to charge the Payment Method to pay the applicable Fees. The Fees exclude amounts in respect of value added tax, which you shall additionally be liable to pay to Move AI at the prevailing rate.
7.2 If you fail to pay any portion of the Fees by the applicable due date, Move AI may (without prejudice to any other rights and remedies available to it):
7.2.1 suspend the grant of the licence to use the Software (which may include deactivating the Licence Dongle) and the Documentation until the relevant Fees are paid, without notice to you; and/or
7.2.2 charge interest on the unpaid amount (after as well as before any judgment) from the due date until payment is received (both dates inclusive) at the rate of 3% above the base rate of Barclays Bank plc from time to time, such interest to be calculated on a daily basis and payable on demand.
7.3 All amounts payable by you pursuant to this agreement shall be made without any deduction, withholding, counter-claim or set off.
7.4 Move AI may amend the Fees (the Subscription Fee and/or the Technical Account Manager Fee) at the end of your current Subscription Term by giving you at least 30 days’ notice.  If you do not wish to accept any change in the Fees, you may cancel your subscription in accordance with clause 12.8.

8. CHANGES TO THE SOFTWARE
8.1 From time to time we may make updates to the Software available to you which will be activated via the Licence Dongle to update the Software to improve performance, enhance functionality, reflect changes to the operating system or address security issues.
8.2 If you choose not to install such updates you may not be able to continue using the Software, or it may cease to function correctly or at all. Subject to clause 13.3, we shall not be responsible to you if you for any loss or damage sustained by you while using an out of date version of the Software.

9. CHANGES TO THIS AGREEMENT
9.1 We may need to change this agreement to reflect changes in law or best practice, to deal with additional features which we introduce, or other business changes.
9.2 We will give you at least 30 days’ notice of any change to this agreement (“Change Date”) by sending you an email with details of the change.
9.3 If you do not accept the notified changes, you may terminate this agreement by written notice to us prior to the Change Date.  If you do not terminate this agreement before the Change Date, you will be deemed to have accepted the notified changes to this agreement from the Change Date.

10. CONFIDENTIALITY
10.1 In this clause 10, “Confidential Information” means any information (however recorded or preserved) that is clearly labelled or identified as confidential or ought to reasonably be treated as being confidential by a reasonable business person.  Confidential Information includes the terms of this agreement, details of the Software, the operations, processes, product information, know-how, trade secrets, customers and suppliers of Move AI and excludes any information which:
10.1.1 is or becomes publicly known other than through a breach of this agreement;
10.1.2 was in the receiving party’s lawful possession before the disclosure;
10.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
10.1.4 is independently developed by the receiving party and that independent development can be shown by written evidence; or
10.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
10.2 You and we will at all times (including after expiry or termination of this agreement) hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party representative of you or us unless that third party representative has a need to know such Confidential Information for the implementation of this agreement and is subject to an equivalent duty of confidentiality.  Neither you nor we will use the other’s Confidential Information for any purpose other than the implementation of this agreement.
10.3 You and we will ensure that the other’s Confidential Information to which you or we have access is not disclosed or distributed by your or our directors, employees, representatives, agents and sub-contractors in breach of the terms of this agreement.

11. DATA PROTECTION
11.1 You warrant and represent that your provision of any personal data to Move AI in connection with this agreement (including the provision of any personal data to Move AI by an Authorised User and/or any Contributor, including any and all personal data shared with us within any Materials) is made in compliance with all applicable laws and the processing and use of such personal data by Move AI as envisaged in connection with this agreement shall not cause Move AI to breach any applicable law or infringe the rights of any third party.  You further confirm and promise (or if you are a business customer, warrant and represent) that where you provide the personal data of any other person, you have all necessary authority and permission to provide it to Move AI and for Move AI to use it in accordance with this agreement and that you have informed such person that their personal data will be used for these purposes by third parties including Move AI and, to the extent required, you have obtained all necessary consents required to provide such personal data to Move AI.
11.2 When you provide us with personal data for use for our own business purposes, for example, if you provide us with your email address to receive marketing, under Data Protection Laws we process that personal data as a separate controller.
11.3 Subject to clause 11.6, if we are acting as a controller, for example as set out in clause 11.2, you and we acknowledge and agree that each of us shall be acting as separate controllers with respect to any personal data shared between you and us in connection with this agreement.  In relation to such personal data, you and we shall:
11.3.1 comply with Data Protection Laws;
11.3.2 be responsible for determining the lawful basis for the processing of such data;
11.3.3 apply appropriate technical and organisational measures to ensure that the personal data disclosed by you or us to the other is kept secure and protected against the accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access;
11.3.4 respond to any data subject rights requests that you or we receive as a controller; and
11.3.5 provide any reasonable assistance requested by the other to enable it to deal with a personal data breach which relates to personal data shared in connection with this agreement.
11.4 You shall ensure that the personal data provided to us (to the extent it is intended or purports to be factual) is accurate at the point of provision and you shall remain responsible for rectifying any inaccuracies as they arise.
11.5 You and we confirm that legitimate interests shall be the lawful basis relied on for the sharing of personal data between the parties as separate controllers.
11.6 To the extent Move AI acts as a processor, you and we agree to comply with the terms set out in Schedule 1.

12. COMMENCEMENT AND TERMINATION OF THIS AGREEMENT
12.1 This agreement shall commence on the date that the Subscription Agreement has been signed by you and Move AI and, unless otherwise terminated as provided in this clause 12, shall continue for the Initial Subscription Period. Thereafter, this agreement shall be automatically renewed for successive periods of the “Renewal Period”, unless you cancel your subscription by notifying us in writing prior to the end of the Initial Subscription Period or the relevant Renewal Period (as the case may be).  We will notify you 30 days prior to the end of the Initial Subscription Period and each Renewal Period.
12.2 Without affecting any other right or remedy available to us, we may terminate this agreement and your use of the Software, Documentation and Services with immediate effect by giving you notice in writing if you:
12.2.1 breach any of clauses 4.3.3 to 4.3.10 (inclusive), 6.4 and/or 10 or commit any other material breach of this agreement which (if such breach is remediable) is not remedied within 30 days of written notice from us to you;
12.2.2 fail to pay any Fees or other amount due under this agreement on the due date for payment; or
12.2.3 suffer an Insolvency Event.
12.3 We may also terminate this agreement, your use of the Software and the Documentation and the Services for convenience at any time with immediate effect.  We may do this if we are ceasing to provide the Software or Services to customers entirely, for example.  If we exercise this right, we will refund you any prepaid Fees up to the effective date of termination and you acknowledge and agree that such refund shall constitute your sole and exclusive remedy for such termination.
12.4 You may terminate this agreement, your use of the Software and the Documentation and provision of the Services with immediate effect by giving us notice in writing if we:
12.4.1 commit any material breach of this agreement which (if such breach is remediable) is not remedied within 30 days of written notice from you to us; or
12.4.2 suffer an Insolvency Event.
12.5 Save in the event of our termination pursuant to clause 12.3, if you cease using the Software or the Services during the Subscription Period or any relevant Renewal Period, this will not constitute cancellation or termination of this agreement and you will not be entitled to a refund of prepaid Fees for any unused period of time.
12.6 Upon expiry or termination of this agreement for any reason: (i) all licences granted under this agreement shall immediately terminate and you and your Authorised Users shall immediately cease to use the Software and the Documentation and the Services; (ii) you and your Authorised Users shall delete or remove the Software and the Documentation from all devices in your or their control or possession and immediately destroy all copies of the Software and Documentation and any information provided to you in the provision of the Services which you or they have and you shall confirm to us that you and the Authorised Users have done this; (iii) you shall immediately destroy the Licenced Dongle; and (iv) you shall immediately pay all outstanding Fees and other amounts due under this agreement to Move AI.
12.7 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after expiry or termination of this agreement shall remain in full force and effect.
12.8 Termination of this agreement shall not affect any of your or our rights, remedies, obligations or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination.

13. LIMITATION OF LIABILITY
13.1 You hereby acknowledge that complex software is never wholly free from defects, errors and bugs and relies on the availability of third party services.  Among other things, the operation and availability of the systems used for accessing the Software, including computer networks and the internet, can be unpredictable and may from time to time interfere with or prevent access to the Software. Subject to the express provisions of this agreement, the Software, Licence Dongle, Documentation and Services are provided to you on an “as is” basis and Move AI gives no warranty that the Software or the provision of the Services will be uninterrupted or wholly free from defects, errors and bugs or that the information obtained by you will meet any particular requirements.
13.2 The Software has not been developed to meet your individual requirements. The Services are not provided to meet any bespoke requirements or functionality. Please check that the facilities and functions of the Software (as described on https://www.move.ai/product and in the Documentation) meet your requirements.
13.3 Nothing in this agreement shall operate to exclude, limit or restrict either your or our liability for: (i) death or personal injury resulting from your or our (as the case may be) negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which may not be excluded by law.
13.4 Except as expressly and specifically set out in this agreement and to the fullest extent permitted under applicable law, all other conditions, warranties, representations and all other terms of any kind whatsoever implied by (i) statute, (ii) common law or (iii) otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose, non-infringement and the use of reasonable skill and care.
13.5 Subject to clause 13.3, we are not liable to you under or in connection with this agreement, whether in contract, tort (including negligence) or otherwise, for any: (i) loss of profit (whether direct or indirect); (ii) loss of revenue (whether direct or indirect); (iii) loss or corruption of data; (iv) loss of goodwill; (v) loss of business opportunity; (vi) loss of anticipated savings; or (vii) indirect or consequential loss or damage, suffered or incurred by you, even if we have been advised of the possibility of such loss or damage.
13.6 Subject to clause 13.3, to the maximum extent permitted, we shall not be liable to you (or any other person) in connection with any use or inability to use any feature or version of the Software while it is designated as being in ‘Beta’ or a ‘Beta’ version, or with any failure of any such feature or version to operate in the way you anticipate or at all.
13.7 Subject to clause 13.3, Move AI’s total aggregate liability to you for all claims or causes of action, whether in contract, tort (including negligence) or otherwise, in any Year arising out of or in connection with this agreement, including in relation to the provision of the Software, the Documentation and/or any advice or Services that we provide to you (including as contemplated by clause 3 or pursuant to clause 14), shall not exceed the greater of: (i) the Fees paid and payable by you to Move AI under this agreement in that Year; and (ii) $50,000. Any claim or cause of action arising after the termination or expiry of this agreement shall be deemed as having occurred in the final full year of the Subscription Term. “Year” means a 12-month period commencing with the date of the agreement or an anniversary of it.

14. TECHNICAL ACCOUNT MANAGER SERVICES
14.1 Providing you have paid the Fees set out in the Subscription Agreement in accordance with the agreement, during your Subscription Term we shall:
14.1.1 use all reasonable endeavors to provide the Services to you during Business Hours.  If you contact the Technical Account Manager via email outside of Business Hours, we will use reasonable endeavours to respond the next working day; and
14.1.2 use reasonable endeavors to ensure the Services are performed by a suitably qualified Technical Account Manager with reasonable skill and care.
14.2 The Services provided by the Technical Account Manager under the agreement are limited to general advice to you via the email regarding use of the App, provide general troubleshooting advice and response to service interruptions in relation to the App, and error reporting in relation to your use of the App which is reported by you to us.
14.3 You can contact the Technical Account Manager during your Subscription Term via the email address set out in the Subscription Agreement.
14.4 If you do not access the Services during your Subscription Period, you shall not be entitled to a refund of the Technical Account Manager Fee.
14.5 Technical Account Manager Services can only be accessed by Authorised Users.
14.6 We do not warrant or guarantee that provision of the Services under this Agreement from time to time will be un-interrupted or error free.  We make no warranty either express or implied, including any warranty that we will be able to answer any problem reported by you to us in relation to the Software.
14.7 You acknowledge that time is not of the essence in relation to provision of the Services and we provide no commitment to provide the Services in a specific response time.

15. GENERAL
15.1 This agreement (and any documents referred to herein, including the Subscription Agreement) constitutes the whole agreement between you and Move AI in relation to its subject matter and any other terms, conditions, performance criteria, guarantees or prior representations whatsoever (whether written or oral) shall be of no effect unless expressly incorporated herein. You and we each acknowledge that you and we have not entered into this agreement in reliance on any statement or representation of the other except to the extent that such statement or representation has been incorporated in this agreement. Nothing in this agreement shall limit or exclude either your or our liability for fraud or fraudulent misrepresentation or any other matter in respect of which liability may not lawfully be limited or excluded.
15.2 This agreement shall not operate so as to create a partnership or joint venture of any kind between you and us. Nothing contained in this agreement shall be so construed as to constitute either you or us to be the agent of the other.  Neither you nor us shall have any authority to make any commitments on the other’s behalf.
15.3 We shall not be liable for any failure to fulfil any of our obligations under this agreement insofar as such failure is due to a Force Majeure Event. In such circumstances, we shall notify you, and shall: (a) use reasonable endeavours to overcome the Force Majeure Event; and (b) fulfil all of our obligations upon cessation of the Force Majeure Event. If we are prevented or materially hindered from satisfying a deadline as a result of a Force Majeure Event, such deadline shall be extended by the duration of the Force Majeure Event.
15.4 Each party may publicise its relationship with the other party in its promotional and/or marketing materials, subject to obtaining the prior written approval of the other party, which shall not be unreasonably withheld or delayed. Each party agrees to act in good faith and to respond promptly to any requests for such approval.
15.5 If any provision of this agreement (or any part thereof) is held to be illegal, void, invalid or unenforceable, the validity and enforceability of the remainder of this agreement in that jurisdiction shall not be affected.
15.6 No failure to exercise by Move AI, nor any delay in the exercise by Move AI, of any right, power, privilege or remedy under this agreement shall impair, or operate as a waiver of, such right, power, privilege or remedy.
15.7 You and we agree that a person who is not a party to this agreement has no right under The Contracts (Rights of Third Parties) Act 1999 (“Third Parties Act”) to enforce any term of this agreement but this does not affect any right or remedy of a third party which exists or is available apart from the Third Parties Act.
15.8 Save as expressly provided in this agreement, you may not assign, part with, novate or otherwise transfer this agreement or any of your rights or obligations under it (including the rights granted to you under clause 4.2) to any third party, without our prior written consent.
15.9 We may assign, part with, novate or otherwise transfer this agreement and/or the rights granted to us under it to any third party in connection with the sale of all or substantially all of our business, without the requirement of further consent from you, or to any other party in any other circumstances with your prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.
15.10 This agreement, its subject matter and its formation (and any non-contractual disputes or claims) shall be governed by the laws of England and Wales.  You irrevocably agree to submit all disputes arising out of or in connection with this agreement to the exclusive jurisdiction of the courts of England and Wales.

16. DEFINITIONS AND INTERPRETATION
16.1 In this agreement, the following terms shall have the following meanings:
"AI System" means a system (including any generative artificial intelligence system) that is intended to generate data or content, identify patterns in data or content, produce insights, or make predictions, recommendations, or decisions; and operates using machine learning, logic, knowledge-based approaches, or other approaches designed to approximate cognitive abilities or which, on a partially or fully autonomous basis, generates outputs such as content, predictions, recommendations or decisions that have the capacity to influence the environments or individuals it interacts with;
"Authorised Users" means your directors, employees, agents, contractors and other workers who are authorised by you to use the Software, Licence Dongle and the Documentation;
"Business Hours" means 09:00am until 17:00pm GMT Monday to Friday, excluding any public holiday in England and Wales.
"Contributor" means any individual who appears or features in any materials that are processed into the Software;
"Fees" means the Subscription Fee payable for the Software and Technical Account Manager fee payable for the Services as specified in the Subscription Agreement and as may be amended by Move AI from time to time in accordance with clause 7.4;
"Force Majeure Event" means all events beyond our control including war, hostilities, invasion, riot, civil commotion, royal bereavement, strikes, compliance with any governmental (or other competent authority) order, rule, regulation or direction, lock-outs, epidemic, pandemic (including COVID-19), limitations on third party infrastructure (included AWS cloud storage), failure of a utility service or telecommunications network, fire, flood, storm or other natural catastrophe;
"Initial Subscription Period" means the period of your initial subscription that is specified in the Subscription Agreement, commencing on the date specified in the Subscription Agreement;
"Intellectual Property Rights" means any current and future intellectual property rights, including: (a) copyrights, trade marks, trade names, domain names, rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, inventions, confidential information, trade secrets and know-how including commercial know-how, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, rights in databases, privacy rights; (b) all intangible rights and privileges of a nature similar, analogous or allied to any of rights listed in (a); and (c) in every case in any part of the world and whether or not registered, including in relation to any of rights listed in (a) and (b): (i) all granted registrations and all applications for registration; (ii) all renewals, reversions or extensions; (iii) the right to sue for damages for past infringement; and (iv) all forms of protection of a similar nature which may subsist, now or in the future, anywhere in the world;
"Insolvency Event" occurs when you or we (as the case may be): (i) ceases, or threatens to cease, to carry on the whole or a substantial part of its business; (ii) becomes unable to pay its debts as and when they fall due, makes an arrangement or composition with its creditors or goes into liquidation; (iii) is the subject of the commencement of any insolvency proceedings, the passing of a resolution for its winding up, the giving of a notice of appointment or intention to appoint an administrator or liquidator (which is not dismissed, withdrawn or set aside within 14 days after presentation); (iv) has an administrator, an administrative receiver or trustee appointed over all or any of its assets; or (v) where you are an individual, you are the subject of a bankruptcy petition, application or order;
"Licence Dongle" means a cloud-based software tool or a physical hardware device (at Move AI’s discretion), that we provide to you under this agreement, which is required by you to unlock and utilise the authorised Software functionality.
"Materials "means all audio-visual material, data, content, documents and other materials in any form (whether owned by you or a third party), which are provided or made available by or on behalf of you to Move AI in connection with the Software or your use of it or which are otherwise processed by you or on your behalf into the Software;
"Output" means the motion capture files (and their content) that is created by you, or any Authorised User on your behalf, through processing video content through the Software;
"Payment Method" means the method of payment specified in the Subscription Agreement that you provide to Move AI;
"Permitted Purpose" means the processing of video content through the Software by you to provide you with Output and the importation by you of the resulting Output into your or a third party’s visualisation or ingestion engine for use solely in relation to your internal business operations;
"Prohibited Use" means use: (i) to create a product that competes with any product or system of Move AI or with Move AI’s business generally; (ii) to train any AI System (e.g., to enable it to perform new tasks or better perform existing tasks, or to alter or improve its operation, accuracy, efficiency, effectiveness, reliability, usability or scope of use); and/or (iii) as an input for any AI System (whether or not to train or fine-tune the same) other than solely for purposes of creation of an original video work for your own use and/or commercialisation;
"Renewal Period" means any renewal subscription period that is specified in the Subscription Agreement, commencing immediately after expiry of the Initial Period;
"Services" means the Technical Account Manager services to be provided by Move AI as set out in this Agreement (if applicable to your Subscription).
"Software" means the Move Pro for Desktop (Local Processing) software (including any and all patches, updates and new versions of it) that we make available to you from time to time under the terms of this agreement as provided on the Licence Dongle;
"Subscription Agreement" means the Move AI ‘Move Pro for Desktop (Local Processing) Enterprise Subscription Agreement which comprises the Part A Commercial Terms and Part B, which references and incorporates this end user license agreement;
"Subscription Fee" means the Subscription Fee detailed in Part A Commercial Terms;
"Subscription Period" means the period of your subscription as set out in Part A Commercial Terms;
"Subscription Term" means the Initial Subscription Period together with any subsequent Renewal Period; and
"Technical Account Manager" means the designated employee of Move AI who is engaged in the performance of the Services; and
"Technical Account Manager Fee" means the Technical Account Manager Fee detailed in Part A Commercial Terms.
16.2 You and we agree that:
16.2.1 clause headings used in this agreement are inserted for ease of reference only and shall not affect construction;
16.2.2 unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
16.2.3 references to the word include, including or for example (or any similar term) are not to be construed as implying any limitation;
16.2.4 a reference to writing or written excludes fax but not email; and
16.2.5 references to statutory provisions or enactments shall include references to any amendment, modification, extension, consolidation, replacement or re-enactment of any such provision or enactment.
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