INVISIBLE SOFTWARE END USER LICENCE AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY 

We make the Software (as defined below) available 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 and the terms of this end user licence agreement (“agreement”). The provisions of this 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. 

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.

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.

WHO WE ARE AND WHAT THIS AGREEMENT DOES

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. This agreement is made between us and the company you represent that is identified in the Subscription Agreement (“you”, “your”). 
3. Under this agreement, we license you to download and use the Software, the related documentation available at [https://help.move.ai/en/collections/8093969-move-real-time] (“Documentation”), and any updates or supplements to them. We remain the owners of the Software and the Documentation at all times.
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 12 of this agreement and our Privacy Policy [http://move.ai/privacy-policy]. 
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.

SUPPORT AND CONTACTING US

If you want to learn more about the Software or have any problems using it, please take a look at the Documentation.

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. 

If we have to contact you we will do so by email, using the contact details you have provided to us.

[OPERATING SYSTEM REQUIREMENTS,] SOFTWARE LICENCE AND RESTRICTIONS

The Software requires the hardware as outlined in the Documentation.

In return for your 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:

1. download the downloadable versions of the Software and the Documentation on to a compatible device and to view, use and display the Software and the Documentation 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
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, for the Permitted Purpose during the Subscription Term and in accordance with the provisions of this agreement.

You will, and you will ensure that your Authorised Users will:

1. comply with this agreement;
2. comply with the Documentation and other reasonable instructions of Move AI;
3. only use the Software and the Documentation for the Permitted Purpose;
4. not engage in or permit any other person to engage in any Prohibited Use of the Software;
5. not rent, lease, sub-license, loan, provide, or otherwise make available, the Software or the Documentation in any form, in whole or in part, to any person without prior written consent from us;
6. not copy the Software 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;
7. not translate, merge, adapt, vary, alter or modify, the whole or any part of the Software 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;
8. 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 nor attempt to do any such things; 
9. not provide or otherwise make available the Software or the Documentation 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; and
10. comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Software.

Your use of the Software and Documentation 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.

You are and shall remain liable for all acts and omissions of your Authorised Users, including any Authorised User’s breach of this agreement.

You agree to notify us as soon as you become aware of any unauthorised use of the Software or Documentation by any person, including any Authorised User.

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.

YOUR OTHER OBLIGATIONS

You shall and, where applicable, you shall procure that your Authorised Users shall:

1. keep all copies of the Software and Documentation secure and maintain accurate and up-to-date records of the number and locations of all copies of the Software and the Documentation;
2. comply with all applicable laws with respect to your and, where applicable, your Authorised Users’ obligations and activities under this agreement;
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;
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. 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
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.

INTELLECTUAL PROPERTY RIGHTS

Move AI owns and shall retain ownership of all Intellectual Property Rights in and to the Software and the Documentation and any and all content, information, data and know-how obtained or developed in connection with the provision of the Software and the Documentation,  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. 

We only supply the Software and Documents for internal use by your business, and you agree not to use the Software or Documents for any re-sale purposes or permit them to be used by any third party except as expressly permitted under this agreement.

You acknowledge that you have no right to have access to the Software in source code form.

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 7.4.

FEES AND PAYMENT

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.

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):

1. suspend the grant of the licence to use the Software and the Documentation until the relevant Fees are paid; and/or
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.

All amounts payable by you pursuant to this agreement shall be made without any deduction, withholding, counter-claim or set off.

Move AI may amend the Fees 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.

CHANGES TO THE SOFTWARE

From time to time we may make updates to the Software available to you to update the Software to improve performance, enhance functionality, reflect changes to the operating system or address security issues. 

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 14.3, 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.

CHANGES TO THIS AGREEMENT

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.

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.

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.

CONFIDENTIALITY

In this clause 11, “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:

1. is or becomes publicly known other than through a breach of this agreement;
2. was in the receiving party’s lawful possession before the disclosure;
3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
4. is independently developed by the receiving party and that independent development can be shown by written evidence; or
5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

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.

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.

DATA PROTECTION

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.

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. 

Subject to clause 12.6, if we are acting as a controller, for example as set out in clause 12.2, 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:

1. comply with Data Protection Laws;
2. be responsible for determining the lawful basis for the processing of such data;
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;
4. respond to any data subject rights requests that you or we receive as a controller; and
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.

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.

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.

To the extent Move AI acts as a processor, you and we agree to comply with the terms set out in schedule 1.

COMMENCEMENT AND TERMINATION OF THIS AGREEMENT

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 13, 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. 

Without affecting any other right or remedy available to us, we may terminate this agreement and your use of the Software and the Documentation with immediate effect by giving you notice in writing if you:

1. breach any of clauses 4.3.3 to 4.3.10 (inclusive), 7.4 and/or 11 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; 
2. fail to pay any Fees or other amount due under this agreement on the due date for payment; or
3. suffer an Insolvency Event.

We may also terminate this agreement and your use of the Software and the Documentation for convenience at any time with immediate effect. We may do this if we are ceasing to provide the Software 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.

You may terminate this agreement and your use of the Software and the Documentation with immediate effect by giving us notice in writing if we:

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

suffer an Insolvency Event.

Save in the event of our termination pursuant to clause 12.3, if you cease using the Software 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.  

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; (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 which you or they have and you shall confirm to us that you and the Authorised Users have done this; and (iii) immediately pay all outstanding Fees and other amounts due under this agreement to Move AI. 

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.

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.

LIMITATION OF LIABILITY

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 and the Documentation is provided to you on an “as is” basis and Move AI gives no warranty that the Software will be uninterrupted or wholly free from defects, errors and bugs or that the information obtained by you will meet any particular requirements.

The Software has not been developed to meet your individual requirements. Please check that the facilities and functions of the Software (as described on [https://www.move.ai/real-time] and in the Documentation) meet your requirements.

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.

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.

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.

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.

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), 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.

GENERAL

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.  

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.

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.

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.

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.

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.

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.

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. 

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.

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.

Definitions and Interpretation

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 and the Documentation;

‍Contributor means any individual who appears or features in any materials that are processed into the Software;

‍Fees means the fees payable for the Software as specified in the Subscription Agreement and as may be amended by Move AI from time to time in accordance with clause 8.4;

 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;

‍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 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;

‍Software means the Invisible 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; 

‍Subscription Agreement means the Move AI ‘Invisible’ Enterprise Subscription Agreement which comprises the Part A Commercial Terms and Part B, which references this end user license agreement; and Subscription Term means the Initial Subscription Period together with any subsequent Renewal Period.

You and we agree that:

1. clause headings used in this agreement are inserted for ease of reference only and shall not affect construction;
2. unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
3. references to the word include, including or for example (or any similar term) are not to be construed as implying any limitation; 
4. a reference to writing or written excludes fax but not email; and 
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.

SCHEDULE 1 – DATA PROCESSING AGREEMENT

DEFINITIONS

In this schedule 1 and in clause 11 of this agreement, the following terms have the following meanings:

1. “Data Protection Laws” means all laws, regulations and decisions relating to data protection and privacy which are from time to time applicable to the parties, including (i) the GDPR and all related national laws, regulations and secondary legislation, including the UK GDPR and the Data Protection Act 2018; and (ii) the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all other applicable national laws and regulations implementing European Directive 2002/58/EC.
2. “controller”, “data subject”, “personal data breach”, “process”, “processor” shall have the meanings given to them in the UK GDPR.
3. “EU GDPR” means the General Data Protection Regulation (Regulation EU 2016/679).
4. “GDPR” means the EU GDPR and the UK GDPR.
5. “UK GDPR” means the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018).

CONTROLLER-TO-PROCESSOR TERMS

This schedule 1 sets out the controller-to-processor terms applicable to the extent Move AI acts as processor on your behalf. The details of processing are set out in the Annex to this agreement.

You shall be responsible for meeting the transparency requirements imposed by Articles 12 to 14 of the GDPR and, to the extent required, with obtaining all necessary consents required to provide the personal data to Move AI.

Move AI shall:

1. not process personal data other than on your documented instructions, to be taken to be the terms set out in this agreement, unless the processing is required by applicable laws to which Move AI is subject, in which case Move AI shall, to the extent permitted by applicable laws, inform you of that legal requirement before processing the personal data.
2. inform you if it believes your instructions to be in violation of Data Protection Laws. 
3. take reasonable steps to ensure that any employee, agent or contractor of Move AI who may have access to the personal data are subject to a duty of confidentiality or are bound by appropriate statutory obligations of confidentiality.
4. taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk.
5. advise you if it receives any requests from data subject rights and shall reasonably endeavour to assist you with responding to any such requests, taking into account the nature of the processing and information available to Move AI.
6. notify you upon becoming aware of a personal data breach and shall reasonably endeavour to assist you with meeting any obligations to report or inform data subjects or relevant supervisory authorities.

7. provide you with reasonable assistance with meeting your obligations under Articles 32 to 36 of the GDPR, in each case taking into account the nature of the processing and information available to Move AI.
8. upon termination of this agreement, delete copies of the personal data we process as your processor. Move AI may retain personal data to the extent required by applicable laws.
9. provide you with reports on reasonable request to allow you to audit Move AI’s compliance with this schedule 1 at your sole cost and expense.

You consent to Move AI engaging the subprocessors identified in [http://move.ai/terms-of-use]. In the event that Move AI wishes to add or replace a subprocessor, Move AI shall notify you in advance. You may object to such addition or replacement within five (5) days of receipt of the notice where you reasonably believe that the addition or replacement may cause you or Move AI to be in breach of Data Protection Laws. If no objection is received by Move AI within five (5) days of your receipt of the notice, then you shall be deemed to have consented to the addition or replacement. If you do object to Move AI appointing or replacing a subprocessor, the parties shall negotiate in good faith to find a suitable solution. If a solution acceptable to you and Move AI has not been reached within 14 days then either you or we may terminate this agreement immediately on written notice without liability to the other.

Move AI shall ensure that it has written terms in place with each of its subprocessors and that these terms include terms which are similar to those set out in this schedule 1. For the avoidance of doubt, Move AI shall remain fully liable for the performance of its subprocessors’ obligations.

ANNEX – DETAILS OF MOVE AI’S DATA PROCESSING AS PROCESSOR

Subject-matter, nature, duration and purpose of processing

Move AI processes only such personal data as may be contained within any Materials or Output provided or made available by you to enable Move to provide any support services that it may agree to provide to you.

Categories of data subjects

Individuals who appear in or whose personal data is included in the Materials or Output.

Types of Personal Data

Personal data included in the Materials or Output you provide or make available to us to enable us to provide any support services.

Special categories of Personal Data (if appropriate)

Not applicable

MOVE MULTI-CAM ACCEPTABLE USE POLICY

PLEASE READ THE TERMS OF THIS POLICY CAREFULLY BEFORE USING THE APP

What's in these terms?

This acceptable use policy sets out the content standards that apply when you create, upload and download content for, to or from the Move Multi-Cam App and/or the Move Multi-Cam web application (the “App”), or interact with our App in any other way,

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”).

By accepting our EULA (as defined below) and/or using our App you accept these terms

By agreeing to the [Move Multi-Cam End User Licence Agreement (“EULA”) [http://move.ai/move-multi-cam-eula] and/or downloading and installing our App, you agree to these terms which form part of our agreement with you and bind you. If you do not agree to these terms, you will not be able to download the App.

We may make changes to these terms

We may amend these terms from time to time. Every time you wish to use our App, please check these terms to ensure you understand the terms that apply at that time.

Prohibited uses

You may not use our App:

• in any way that breaches any applicable local, national or international law or regulation;
• in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
• for the purpose of harming or attempting to harm minors in any way;
• to bully, insult, intimidate or humiliate any person;
• to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards;
• to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
• to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
• to upload terrorist content; and/or
• to collect or harvest any information or data from the app or attempt to decipher any transmissions to or from the servers hosting the App.

You also agree:

• not to reproduce, duplicate, copy or re-sell any part of our App in contravention of the provisions of our EULA [http://move.ai/move-multi-cam-eula]; and
• not to access without authority, interfere with, damage or disrupt:

• • any part of our App;
  • any equipment or network on which our App is stored; 
  • any software used in the provision of our App; and/or 
  • any equipment or network or software owned or used by any third party.

Content standards

These content standards apply to any and all material which you create with or contribute to our App (“Contribution”). 

The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to the Contribution as a whole.

Move AI will determine, in its discretion, whether a Contribution breaches the Content Standards.

A Contribution must:

• be accurate (where it states facts);
• be genuinely held (where it states opinions); and
• comply with the law applicable in England and Wales and in any country from which it is posted.

A Contribution must not:

• be defamatory of any person;
• be obscene, offensive, hateful or inflammatory;
• bully, insult, intimidate or humiliate;
• promote sexually explicit material;
• include child sexual abuse material;
• promote violence;
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
• infringe any copyright, database right, trade mark, or other intellectual property of any other person;
• be likely to deceive any person;
• breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
• promote any illegal content or activity;
• be in contempt of court;
• be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
• be likely to harass, upset, embarrass, alarm or annoy any other person;
• impersonate any person or misrepresent your identity or affiliation with any person;
• give the impression that the Contribution emanates from Move AI, if this is not the case;
• advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
• contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism; and/or
• contain any advertising or promote any services or web links to other sites or apps.

Breach of these terms

When we consider that a breach of these terms has occurred, we may take such action as we deem appropriate.  

Failure to comply with these terms constitutes a material breach of the EULA [http://move.ai/move-multi-cam-eula] upon which you are permitted to use our App, and may result in our taking all or any of the following actions:

• immediate, temporary or permanent withdrawal of your right to use and suspension of your access to our App.
• immediate, temporary or permanent removal of any Contribution uploaded by you to our App.
• issue a warning to you.
• commence legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
• take further legal action against you.
• disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

Subject to the provisions of the EULA governing our liability to you, we exclude our liability for all action we may take in response to breaches of these terms. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

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MOVE MULTI-CAM END USER LICENCE AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY 

We make our Move Multi-Cam App and Platform available under the terms of this end user licence agreement (these “terms” or this “agreement”). By downloading and installing and/or using either App (as defined below), or by clicking or tapping on the relevant “Accept” button to confirm your agreement to these terms, you agree to be bound by this agreement. If you do not agree to the terms of this agreement, you will not be able to download or use the App.

Where a capitalised term is used in this agreement and not defined in clauses 1-16, it has the meaning given to it in clause 17.

WHO WE ARE AND WHAT THIS AGREEMENT DOES

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”). 

This agreement is made between us and (i) where you are a business customer, the company you represent, or (ii) where you are a consumer, you (“you”, “your”). If you are unsure if you are a consumer or a business customer, please see clause 4 below.

Under this agreement, we license you to download and/or use the App, the motion capture files (and their content) that is provided to you by us through the App (the “Output”), the related documentation available at [https://help.move.ai/] (“Documentation”), and any updates or supplements to them.

There are other terms that apply to your use of the App. In particular, you agree to comply with our Acceptable Use Policy [http://move.ai/move-multi-cam-acceptable-use] as it may be updated from time to time. The ways in which you can use the App may also be controlled by the rules and policies of the app store you downloaded the App from. You also acknowledge that we process your personal data and any other personal data that you or others share with us through the App in accordance with our Privacy Policy [http://move.ai/privacy-policy]. 

We may from time to time release and make available to you versions of the App or specific App features that are designated as being in ‘Beta’ or ‘Beta’ versions. Any such ‘Beta’ designation typically indicates that the feature or version of the App 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 you 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 at your risk. If you do not wish to accept this risk, you should not use any feature or version of the App that is designated as being in ‘Beta’ or a ‘Beta’ version.

SUPPORT AND CONTACTING US

If you want to learn more about the App or have any problems using it, please take a look at the Documentation.

If you think the App is faulty or misdescribed or wish to contact us for any other reason please email our customer service team at support@move.ai. 

If we have to contact you we will do so by email, using the contact details you have provided to us.

BUSINESS CUSTOMERS DO NOT HAVE ALL THE SAME RIGHTS AS CONSUMERS

Business customers do not have the same rights under or in relation to this agreement as consumers. For example, we don't compensate business customers in the same way for losses. Where a term applies just to business customers or just to consumers, this is clearly stated. You are a business customer if you are buying products wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual. If you are not a business customer, you are a consumer.

APP LICENCE AND RESTRICTIONS

In return for your agreeing to comply with this agreement and the payment by you of any applicable Fees, consumer users may, and business customers may permit, their Authorised Users to:

1. download the downloadable versions of the App and the Documentation on to a mobile device and view, use and display the App and the Documentation on such device; 
2. use the web application version of the App and the Documentation and view, use and display the App and the Documentation on a computer, tablet or other mobile device; and
3. receive and/or use any free supplementary software code or update of the App incorporating "patches" and corrections of errors as we may provide to you,

for the Permitted Purpose and in accordance with the provisions of this agreement.

You agree that you will (and if you are a business customer, you will ensure that your Authorised Users will):

1. only use the App for the Permitted Purpose;
2. not engage in or permit any other person to engage in any Prohibited Use of the App;
3. comply with this agreement and the Acceptable Use Policy [http://move.ai/move-multi-cam-acceptable-use;
4. comply with the Documentation and other reasonable instructions of Move AI;
5. not rent, lease, sub-license, loan, provide, or otherwise make available, the App in any form, in whole or in part to any person without prior written consent from us;
6. not copy the App or Documentation, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security;
7. not translate, merge, adapt, vary, alter or modify, the whole or any part of the App or Documentation nor permit the App or any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the App on devices as permitted in this agreement;
8. 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 App nor attempt to do any such things; 
9. comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App.

Your use of the App is subject to storage and usage limits applicable to your subscription tier (“Usage Limits”), as further described in this clause 5.3.

1. The Usage Limits applicable to your subscription will be clearly set out before you pay us. This may be through a pricing page on our website, on a web page at the point of payment or in the quote that we send you. It will also be visible when you log into the platform. We reserve the right to change the price for our subscription packages or the Usage Limits for them from time to time. However, we will notify you of any proposed change(s) to your subscription pricing, tier or Usage Limits and the change(s) will only become effective when your Subscription Period renews. If you do not wish to accept such change(s) you may cancel your subscription, in accordance with the provisions of clause 14. 
2. If you reach any Usage Limit, you may not make or the App may prevent you from any further use of the App in excess of that limit. If you wish to unlock any additional usage entitlement, you may purchase a higher subscription or an unlock bundle from us, depending on the type of subscription you have. When you buy a bundle, we will clearly set out its cost and the additional usage rights it permits. Once the bundle’s additional usage rights are used up, you may not make or the App may prevent you from any further use of the App, unless you purchase additional bundles (or renew your subscription). Please note that bundle payments are non-refundable. If you cancel your subscription with any unused portion of a bundle remaining you will no longer be able to use any remaining bundle allowances and you will not get a refund.

You agree that your use of the App will be reasonable and not excessive and consistent with the Usage Limits. We reserve the right to suspend your access to the App or your account or to terminate this Agreement and your rights to use the App or take action against you if we become aware that you are engaging in Excessive Use or using Output for Prohibited Use. We will determine based on reasonable information available, what constitutes Excessive Use, and you agree that our determination is final and binding. If we reasonably believe that you have been engaging in Excessive Use or using Output for Prohibited Use, we may:

1. contact you and require that you to cease or alter your behaviour/actions; or
2. immediately suspend, modify, block access to, limit or otherwise restrict your use (or the use of any Authorised User) of the App, and notify you in writing that we have done so (and, where we so restrict use of the App, we may maintain such restriction for such period as we consider appropriate in the circumstances).

If you: (i) continue with Excessive Use after such notice, and/or (ii) use or permit any other person to use Output for any Prohibited Use, we may, without notice, terminate this agreement and permanently end your rights to use the App in accordance with clause 14.

Where you provide or make available any aspect of the App or any Output to a third party, you: (a) shall (in the case of the App) only be entitled to do so where expressly permitted under this agreement; (b) do so at your own risk and are solely responsible for all arrangements with that third party and for any use of the App or the Output by that third party; and (c) where you are a business user, hereby indemnify and agree to keep Move AI indemnified and to hold Move AI harmless against any losses, liabilities, damages, costs or expenses arising from or in connection with any claim made by that third party against Move AI in connection with this agreement or your use of the App.

If you are a business customer, you are and shall remain liable for all acts and omissions of your Authorised Users.

The use of the App is dependent on certain third-party infrastructure and services which we do not control, including your internet access and/or mobile data services and the internet. We therefore do not warrant that the use of the App will be uninterrupted or error-free.

YOUR OTHER OBLIGATIONS

You shall (and if you are a business customer, you shall procure that your Authorised Users shall):

1. comply with all applicable laws with respect to your obligations under this agreement;
2. obtain and maintain all necessary licences, clearances, consents, releases, approvals and permissions necessary for: (i) you and, where applicable, your Authorised Users to download and/or use the App and perform your and their obligations under this agreement; (ii) the use by Move AI of the Materials in the performance of our obligations and exercise of our rights under this agreement; and (iii) the use by Move AI of the Video Data, Motion Data and Output in accordance with our rights;
3. be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to the App, 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 network connections or telecommunications links or caused by the internet; and
4. 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.

INTELLECTUAL PROPERTY RIGHTS

As between you, any and all other Contributors and Move AI:

1. you and any and all other Contributors own and shall retain ownership of all Intellectual Property Rights in and to the Video Data and the Materials. Move AI hereby acknowledges that it does not, other than as expressly stated in this agreement, obtain or claim any right, title or interest in or to (including any right to use) any Video Data and/ or the Materials;
2. Move AI owns and shall retain ownership of all Intellectual Property Rights in and to the App and the Documentation and any and all content, information, data and know-how obtained or developed in connection with the provision or use of the App and the Documentation, including the Motion Data, Output, and any feedback/comments provided by you or on your behalf in relation to the App 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, vested or in future will vest in you or any other Contributor upon creation with effect from that date, and acknowledge and confirm that neither you nor any other Contributor (other than as expressly stated in this agreement) obtain, own or claim any right, title or interest in or to them.

You hereby grant to Move AI a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, sub-licensable licence to copy, display, communicate, adapt, edit, and otherwise use the Video Data and the Materials for the provision of the App and related services and/or the development, training and improvement of our products, technologies, systems and services.

Subject to clause 7.5, Move AI hereby grants to you a worldwide, royalty-free, fully paid-up, non-exclusive transferable, sublicensable licence of all Intellectual Property Rights it owns in the Output with effect from the date of their creation. 

You confirm and promise (or, for business customers, warrant and represent) that:

1. you have binding, enforceable arrangements in place with any and all other Contributors entitling you to grant the rights you grant to us under clause 7.1.2, including in relation to any Materials in which they and any performance by them appears or is featured; 
2. none of the Video Data, the Materials and the Output (and their use by Move AI in accordance with this agreement) infringe and nor will they infringe the rights (including Intellectual Property Rights) of any third party. Where you are a business user, you hereby indemnify and agree to keep Move AI indemnified and to hold Move AI harmless against any losses, liabilities, damages, costs, expenses or other claims arising from or in connection with any breach of this clause 7.4 or clause 6.1.2.

You may not:

1. obligations under this agreement except: (i) if the Sublicensee has entered into a binding written agreement with you containing terms that are binding on the Sublicensee and materially the same as (and no less onerous than) those set out in this agreement, including the provisions of this clause 7.5); and/or
2. 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. Non-compliance with this clause 7.5 shall immediately render the licence at clause 7.3 (and any sublicence granted under it) void.

Without prejudice to clause 16.9, we shall not Sell any Output, Video Data, Motion Data and/or Materials.

FEES AND PAYMENT

The Fees will be charged to your Payment Method on the specific payment date indicated on your account page. The length of your billing cycle will depend on the type of subscription that you choose when you signed up for the paid service. You authorise us to charge the Payment Method to pay the applicable Fees.

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):

1. suspend provision of the App and/or access to any of the Materials stored on our servers and/or any or all Output until the relevant Fees are paid; and/or
2. charge interest on the unpaid amount (after as well as before any judgement) 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.

All amounts payable by you pursuant to this agreement shall be made without any deduction, withholding, counter-claim or set off.

Move AI may amend the Fees at the end of your current Subscription Period 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 14.

CONSUMER RIGHT TO CANCEL

If you are a consumer, you have a legal right to change your mind about your subscription purchase and receive a refund of what you paid for it, subject to the conditions set out in this section.

The deadline for changing your mind is 14 days after your subscription is confirmed. If you wish to cancel, you must let us know in this time by contacting our customer service team at support@move.ai.

We will refund you as soon as possible and within 14 days of you telling us you’ve changed your mind. You have to pay for any services you received before you change your mind. This means we will not refund you for the period between the start of your subscription and the date you notify us that you wish to cancel. 

If you cancel your subscription in accordance with this clause 9, the provisions of clause 14 relating to cancellation also apply.

This clause 9  and these rights do not apply to business users.

CHANGES TO THE APP

From time to time we may make updates to the App available to you or automatically update the App to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively we may ask you to update the App for these reasons.

If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App, or it may cease to function correctly or at all. Subject to clause 15.3, 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 app.

CHANGES TO THIS AGREEMENT

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.

We will give you at least 30 days’ notice of any change by sending you an email with details of the change.

If you do not accept the notified changes you terminate this agreement by written notice to us (after which you will no longer be permitted to continue to use the App). If you are a consumer, we will refund to you any unused portion of your subscription if you terminate this agreement for these reasons prior to the end of your Subscription Period.

CONFIDENTIALITY

In this Clause, “Confidential Information” means any information that is clearly labelled or identified as confidential or ought to reasonably be treated as being confidential. Confidential Information includes the terms of this agreement and the App and excludes any information which:

1. is or becomes publicly known other than through a breach of this agreement;
2. was in the receiving party’s lawful possession before the disclosure;
3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
4. is independently developed by the receiving party and that independent development can be shown by written evidence; or
5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

Each party will hold the other party’s Confidential Information in confidence and not make the other party’s Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. Neither party will use the other party’s Confidential Information for any purpose other than the implementation of this agreement.

Each party will take all reasonable steps to ensure that the other party’s Confidential Information to which it has access is not disclosed or distributed by its directors, employees, representatives, agents and sub-contractors in breach of the terms of this agreement.

DATA PROTECTION

You confirm and promise (or if you are a business customer, 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.

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. You also confirm and agree that any and all personal data contained within the Video Data, the Materials and/or the Motion Data may be processed by Move AI for the development, training and improvement of our products, technologies, systems and services. When we process such personal data for these purposes we do so as a separate controller.

Subject to clause 13.6, if you are a business customer (but not an individual sharing only your own personal data with us), and we are acting as a controller, for example as set out in clause 13.2, 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:

1. comply with Data Protection Laws;
2. be responsible for determining the lawful basis for the processing of such data;
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;
4. respond to any data subject rights requests that you or we receive as a controller; and
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.

If you are a business customer, 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.

If you are a business customer, 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.

To the extent Move AI acts as a processor, you and we agree to comply with the terms set out in schedule 1.

ENDING THIS AGREEMENT

We may terminate this agreement and your use of the App with immediate effect by giving you notice in writing if you:

1. commit any material breach of this agreement, which is not remedied within 30 days of written notice from the non-breaching party to the breaching party; 
2. breach clause 5.3; or
3. suffer an Insolvency Event.

We may also terminate this agreement and your use of the App at any time without cause with immediate effect. We may do this if we are closing the App entirely, for example. If we exercise this right, we will refund you any prepaid Fees up to the effective date of termination.

Your Subscription Period will automatically renew upon expiry. We will notify you 30 days prior to the end of your Subscription Period. If you do not want to renew, you must cancel your subscription on your account page.

If you cancel your subscription in accordance with any of the provisions of this agreement, subject to your ongoing compliance with this agreement, you will no longer be entitled to use or access any features or version of the App, or any App, that require a paid account (“paid features”). If you wish to access any paid features you will need to register for a paid account and pay the applicable Fees.

You may terminate this agreement and your use of the App with immediate effect by giving us notice in writing if we:

1. commit any material breach of this agreement, which is not remedied within 30 days of written notice from the non-breaching party to the breaching party; or
2. suffer an Insolvency Event.

You may also terminate this agreement on written notice to us at the end of your Subscription Period. If you cease using the App within your Subscription Period, this will not constitute cancellation or termination of this agreement and you will not be entitled to a refund for any unused period of time.

Upon expiry or termination of this agreement for any reason you shall: (i) immediately cease to be entitled to use the App; (ii) delete or remove the App from all devices in your possession and immediately destroy all copies of the App which you have and confirm to us that you have done this; and (iii) within 30 days after the date of termination pay all outstanding Fees due to Move AI. 

Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.

Termination of this agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties 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.

LIMITATION OF LIABILITY

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 App, including public telephone services, computer networks and the internet, can be unpredictable and may from time to time interfere with or prevent access to the App. Subject to the express provisions of this agreement, the App is provided on an “as is” basis and Move AI gives no warranty that the App will be uninterrupted or wholly free from defects, errors and bugs or that the information obtained by you will meet any particular requirements.

The App has not been developed to meet your individual requirements. Please check that the facilities and functions of the App (as described on the app store site and in the Documentation) meet your requirements.

Nothing in this agreement shall operate to exclude, limit or restrict either party’s liability for death or personal injury resulting from negligence or any fraud or fraudulent misrepresentation.

Your rights as a consumer:

If you are a consumer, we promise, subject to clause 2.5, to provide our services with reasonable skill and care and that the App and the Output will be of satisfactory quality.

Our liability to you if you are a consumer user:

If you are a consumer, we are responsible for losses you suffer caused by us breaking this agreement unless the loss is:

1. accepted your order meant we should have expected it (so, in the law, the loss was unforeseeable);
2. Caused by a delaying event outside our control. As long as we have taken the steps set out in the clause 16.3, we are not responsible for delays outside our control; and/or
3. Avoidable. Something you could have avoided by taking reasonable action. For example, damage to your own digital content or device, which was caused by digital content we supplied and which you could have avoided by following our advice to apply an update or by correctly following the installation instructions or having the minimum system requirements advised by us.

Our liability for any loss you suffer in connection with your trade, business, craft or profession is limited, as described in clause 15.7 below.

Our liability to you if you are a business customer:

The following provisions of this clause 15.7 apply if you are a business customer:

1. conditions, warranties and representations, expressed or implied by (i) statute, (ii) common law or (iii) otherwise, in relation to the App are excluded; and
2. Subject to clause 15.3, we are not liable to you for any loss of profit, revenue, data, goodwill, business opportunity or indirect or consequential loss or damage suffered by you.

Our maximum liability to you:

Whether you are a business customer or a consumer, subject to clause 15.3:

1. 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 App 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; and 
2. Move AI’s liability to you whether in contract, tort (including negligence) or otherwise arising out of or in connection with the App, any Output and/or this agreement shall not exceed the greater of (i) £100 and (ii) the Fees paid by you to Move AI under this agreement in the 12 months prior to the date that such liability arises.

GENERAL

1. This agreement (and any documents referred to herein) 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. Each party acknowledges that it has not entered into this agreement in reliance on any statement or representation of the other party except to the extent that such statement or representation has been incorporated in this agreement. Nothing in this agreement shall limit or exclude either party’s liability for fraud or fraudulent misrepresentation or any other matter in respect of which liability may not lawfully be limited or excluded.  
2. This agreement shall not operate so as to create a partnership or joint venture of any kind between the parties. Nothing contained in this agreement shall be so construed as to constitute either party to be the agent of the other. Neither party shall have any authority to make any commitments on the other party’s behalf.
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 all 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.
4. You acknowledge and agree that Move AI may publicise in its promotional and/or marketing materials that it is working with you.
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.
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.
7. The parties 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.
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 7) to any third party, without our prior written consent. 
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.
10. This agreement and any non-contractual obligations connected to it shall be governed by the laws of England. If you are a consumer then, wherever you live, you can bring claims against us in the courts of England and Wales and if you live elsewhere, you may also be able to bring claims against us in the courts of the country you live in (subject to local applicable laws). If you are a consumer, we can claim against you in the courts of the country you live in. If you are a business, 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.

Definitions and Interpretation

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 (i) for business users, your directors, employees, agents, contractors and other workers who are end users of the App, and (ii) for consumer users, you;App means the Move Multi-Cam mobile application and/or the Move Multi-Cam web application currently located at https://app.move.ai (including any and all patches, updates and new versions of either of them) that we make available to you from time to time under the terms of this agreement;Contributor means any individual who appears or features in any Materials; Excessive Use means use of the App which is not reasonable and which significantly exceeds normal usage patterns, including without limitation:

1. use in excess of the Usage Limits;
2. use in a manner that consumes excessive bandwidth;
3. use which affects our core equipment;
4. use which affects the overall performance of the App;
5. use which may compromise our ability to continue to provide the App to you and/or other users; and/or 
6. use which directly or indirectly causes a disruption in the network integrity of our network;

Fees means the fees payable for the App as notified by Move AI from time to time; 

Force Majeure Event means all events beyond the control of the affected party 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;

Intellectual Property Rights means any current and future intellectual property rights, including: (a) copyrights, trademarks, trade names, domain names, rights in logos and get-up, 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 anywhere in the world;

Insolvency Event occurs when a party: (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;

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 by or on behalf of you to Move AI in connection with the App or your use of it or which are otherwise uploaded by you or on your behalf into the App;

Motion Data means any and all data, metadata and information created or generated by Move AI in connection with the processing of the Materials in order to render and produce Output and make it available to you (for example, physical measurements of any individual Contributors, as well as information relating to their motion and speed of movement);

Move Multi-Cam App means the Move Multi-Cam mobile application and/or the Move Multi-Cam web application currently located at https://app.move.ai (including any and all patches, updates and new versions of either of them) that we make available to you from time to time under the terms of this agreement;

Payment Method means the method of payment you provide to Move AI;

Permitted Purpose means the upload of video content to our systems through the App by you to enable us to extract motion data from such content and provide you with Output and the importation by you of the resulting Output into your or a third party’s visualisation or ingestion engine;

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;

Sell means to transfer the ownership of an asset to a third party in return for payment of a financial sum;

Subscription Period means the period of your subscription notified to you when you signed up, commencing on the date you sign up to the App; 

Usage Limits has the meaning given to it in clause 5.3; and

Video Data means any and all data, metadata and information associated with the Materials (for example, data collected from your device, such as the device type, video format and orientation, file metadata, such as the time that any video was taken and the duration of the video, and file names created by our system.

The parties agree that:

1. clause headings used in this agreement are inserted for ease of reference only and shall not affect construction;
2. references to the word include or including (or any similar term) are not to be construed as implying any limitation; and 
3. 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.

SCHEDULE 1 – DATA PROCESSING AGREEMENT

DEFINITIONS

In this schedule 1 and in clause 13 of this agreement, the following terms have the following meanings:

1. "Data Protection Laws" means all laws, regulations and decisions relating to data protection and privacy which are from time to time applicable to the parties, including (i) the GDPR and all related national laws, regulations and secondary legislation, including the UK GDPR and the Data Protection Act 2018; and (ii) the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all other applicable national laws and regulations implementing European Directive 2002/58/EC.
2. "controller", "data subject", "personal data breach", "process", "processor" shall have the meanings given to them in the UK GDPR.
3. "EU GDPR" means the General Data Protection Regulation (Regulation EU 2016/679).
4. "GDPR" means the EU GDPR and the UK GDPR.
5. "UK GDPR" means the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018).

CONTROLLER-TO-PROCESSOR TERMS

This schedule 1 sets out the controller-to-processor terms applicable to the extent Move AI acts as processor on your behalf. The details of processing are set out in the Annex to this agreement.

You shall be responsible for meeting the transparency requirements imposed by Articles 12 to 14 of the GDPR and, to the extent required, with obtaining all necessary consents required to provide the personal data to Move AI.

Move AI shall:

1. not process personal data other than on your documented instructions, to be taken to be the terms set out in this agreement, unless the processing is required by applicable laws to which Move AI is subject, in which case Move AI shall, to the extent permitted by applicable laws, inform you of that legal requirement before processing the personal data.
2. inform you if it believes your instructions to be in violation of Data Protection Laws. 
3. take reasonable steps to ensure that any employee, agent or contractor of Move AI who may have access to the personal data are subject to a duty of confidentiality or are bound by appropriate statutory obligations of confidentiality.
4. taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk.
5. advise you if it receives any requests from data subject rights and shall reasonably endeavour to assist you with responding to any such requests, taking into account the nature of the processing and information available to Move AI.
6. notify you upon becoming aware of a personal data breach and shall reasonably endeavour to assist you with meeting any obligations to report or inform data subjects or relevant supervisory authorities.
7. provide you with reasonable assistance with meeting your obligations under Articles 32 to 36 of the GDPR, in each case taking into account the nature of the processing and information available to Move AI.
8. upon termination of this agreement, delete copies of the personal data we process as your processor. Move AI may retain personal data to the extent required by applicable laws.
9. provide you with reports on reasonable request to allow you to audit Move AI's compliance with this schedule 1 at your sole cost and expense.

You consent to Move AI engaging the subprocessors identified in [https://www.move.ai/terms-of-use]. In the event that Move AI wishes to add or replace a subprocessor, Move AI shall notify you in advance. You may object to such addition or replacement within five (5) days of receipt of the notice where you reasonably believe that the addition or replacement may cause you or Move AI to be in breach of Data Protection Laws. If no objection is received by Move AI within five (5) days of your receipt of the notice, then you shall be deemed to have consented to the addition or replacement. If you do object to Move AI appointing or replacing a subprocessor, the parties shall negotiate in good faith to find a suitable solution. If a solution acceptable to you and Move AI has not been reached within 14 days then either you or we may terminate this agreement immediately on written notice without liability to the other.

Move AI shall ensure that it has written terms in place with each of its subprocessors and that these terms include terms which are similar to those set out in this schedule 1. For the avoidance of doubt, Move AI shall remain fully liable for the performance of its subprocessors' obligations.

ANNEX – DETAILS OF MOVE AI'S DATA PROCESSING AS PROCESSOR

Subject-matter, nature, duration and purpose of processing

Move AI processes the Materials provided by you to produce and provide the Output to you. Subject to the terms of this agreement, Move AI will also host your Materials during the term of this agreement. To the extent necessary, Move AI also processes personal data in order to provide the Output to you.

Categories of data subjects

Individuals who appear in the Materials you upload to the App as part of the Materials.

Types of Personal Data

Contact information

Personal data included in the Materials you upload

Personal data included in the Output

Special categories of Personal Data (if appropriate)

Not applicable

MOVE API END USER LICENCE AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY

1. We make our API available under the terms of this end user licence agreement (these “terms” or this “agreement”). By making   API calls, or by clicking or tapping on the relevant “Accept” button to confirm your agreement to these terms, you agree to be bound by this agreement. If you do not agree to the terms of this agreement, we reserve the right to revoke your access to the API at any time. 
2. Where a capitalised term is used in this agreement and not defined in clauses 1-16, it has the meaning given to it in clause 15.

WHO WE ARE AND WHAT THIS AGREEMENT DOES

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. This agreement is made between us and the company you represent.
3. Under this agreement, we license you to download and/or use the API, the motion capture files (and their content) that is provided to you by us through the API (the “Output”), the related documentation available at [https://help.move.ai/] (“Documentation”), and any updates or supplements to them.
4. There are other terms that apply to your use of the API. In particular, you agree to comply with our Acceptable Use Policy [http://move.ai/acceptable-use] as it may be updated from time to time. You also acknowledge that we process your personal data and any other personal data that you or others share with us through the API in accordance with our Privacy Policy [http://move.ai/privacy-policy]. 
5. We may from time to time release and make available to you versions of the API or specific API features that are designated as being in ‘Beta’ or ‘Beta’ versions. Any such ‘Beta’ designation typically indicates that the feature or version of the API 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 you 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 at your risk. If you do not wish to accept this risk, you should not use any feature or version of the API that is designated as being in ‘Beta’ or a ‘Beta’ version.

SUPPORT AND CONTACTING US

1. If you want to learn more about the API or have any problems using it, please take a look at the Documentation.
2. If you think the API is faulty or misdescribed or wish to contact us for any other reason please email our customer service team at support@move.ai. 
3. If we have to contact you we will do so by email, using the contact details you have provided to us.

API LICENCE AND RESTRICTIONS

1. In return for your agreeing to comply with this agreement and the payment by you of any applicable Fees, business customers may permit their Authorised Users to:
   1. download the downloadable versions of any products and associated Documentation on to a mobile device and view, use and display the products and the Documentation on such device;
   2. Receive and/or use any free supplementary software code or update of the API incorporating "patches" and corrections of errors as we may provide to you, for the Permitted Purpose and in accordance with the provisions of this agreement.
2. You agree that you and your Authorised Users will:
   1. only use the API for the Permitted Purpose;
   2. not engage in or permit any other person to engage in any Prohibited Use of the API;
   3. comply with this agreement and the Acceptable Use Policy [http://move.ai/acceptable-use];
   4. comply with the Documentation and other reasonable instructions of Move AI;
   5. not rent, lease, sub-license, loan, provide, or otherwise make available, the API in any form, in whole or in part to any person without prior written consent from us;
   6. not copy the API or Documentation, except as part of the normal use of the API or where it is necessary for the purpose of back-up or operational security;
   7. not translate, merge, adapt, vary, alter or modify, the whole or any part of the API or Documentation nor permit the API or any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the API on devices as permitted in this agreement;
   8. 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 API nor attempt to do any such things;
   9. comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the API.
3. Your use of the API is subject to storage and usage limits applicable to your subscription tier (“Usage Limits”), as further described in this clause 5.3.
   1. The Usage Limits applicable to your subscription will be clearly set out in the quote you receive and when you first log into your account. We reserve the right to change the price for our subscription packages or the Usage Limits for them from time to time. However, we will notify you of any proposed change(s) to your subscription pricing, tier or Usage Limits and the change(s) will only become effective when your Subscription Period renews. If you do not wish to accept such change(s) you may cancel your subscription, in accordance with the provisions of clause 12. 
   2. If you reach any Usage Limit, you may not make or the API may prevent you from any further use of the API in excess of that limit. If you wish to unlock any additional usage entitlement, you may purchase additional minutes/credits or an unlock bundle from us, depending on your subscription type. When you buy additional minutes/credits and or bundles, we will clearly set out its cost and the additional usage rights it permits. Once the additional usage rights are used up, you may not make or the API may prevent you from any further use of the API, unless you purchase additional minutes/credits and or bundles (or upgrade your subscription). Alternatively, you may agree with us the terms under which we grant you additional minutes/credits on-demand once you pass your Usage Limit. Please note that minutes, credits and bundle payments are non-refundable. If you cancel your subscription with any unused portion of additional minutes/credits and or bundle remaining you will no longer be able to use any remaining additional minutes/ bundle allowances and you will not get a refund.
4. You agree that your use of the API will be reasonable and not excessive and consistent with the Usage Limits. We reserve the right to suspend your access to the API or your account or to terminate this Agreement and your rights to use the API or take action against you if we become aware that you are engaging in Excessive Use or using Output for Prohibited Use. We will determine based on reasonable information available, what constitutes Excessive Use, and you agree that our determination is final and binding. If we reasonably believe that you have been engaging in Excessive Use or using Output for Prohibited Use, we may:
   1. contact you and require that you to cease or alter your behaviour/actions; or
   2. immediately suspend, modify, block access to, limit or otherwise restrict your use (or the use of any Authorised User) of the API, and notify you in writing that we have done so (and, where we so restrict use of the API, we may maintain such restriction for such period as we consider appropriate in the circumstances).
   3. If you: (i) continue with Excessive Use after such notice, and/or (ii) use or permit any other person to use Output for any Prohibited Use, we may, without notice, terminate this agreement and permanently end your rights to use the API in accordance with clause 12.
5. Where you provide or make available any aspect of the API or any Output to a third party, you: (a) shall (in the case of the API) only be entitled to do so where expressly permitted under this agreement; (b) do so at your own risk and are solely responsible for all arrangements with that third party and for any use of the API or the Output by that third party; and (c) where you are a business user, hereby indemnify and agree to keep Move AI indemnified and to hold Move AI harmless against any losses, liabilities, damages, costs or expenses arising from or in connection with any claim made by that third party against Move AI in connection with this agreement or your use of the API.
6. If you are a business customer, you are and shall remain liable for all acts and omissions of your Authorised Users.
7. The use of the API is dependent on certain third-party infrastructure and services which we do not control, including your internet access and/or mobile data services and the internet. We therefore do not warrant that the use of the API will be uninterrupted or error-free.

YOUR OTHER OBLIGATIONS

You shall (and if you are a business customer, you shall procure that your Authorised Users shall):

1. comply with all applicable laws with respect to your obligations under this agreement;
2. obtain and maintain all necessary licences, clearances, consents, releases, approvals and permissions necessary for: (i) you and, where applicable, your Authorised Users to use the API and perform your and their obligations under this agreement; (ii) the use by Move AI of the Materials in the performance of our obligations and exercise of our rights under this agreement; and (iii) the use by Move AI of the Video Data, Motion Data and Output in accordance with our rights;
3. be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to the API, 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 network connections or telecommunications links or caused by the internet; and
4. 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

INTELLECTUAL PROPERTY RIGHTS

As between you, any and all other Contributors and Move AI:

1. you and any and all other Contributors own and shall retain ownership of all Intellectual Property Rights in and to the Video Data and the Materials. Move AI hereby acknowledges that it does not, other than as expressly stated in this agreement, obtain or claim any right, title or interest in or to (including any right to use) any Video Data and/ or the Materials;
2. Move AI owns and shall retain ownership of all Intellectual Property Rights in and to the API and the Documentation and any and all content, information, data and know-how obtained or developed in connection with the provision or use of the API and the Documentation, including the Motion Data, Output, and any feedback/comments provided by you or on your behalf in relation to the API 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, vested or in future will vest in you or any other Contributor upon creation with effect from that date, and acknowledge and confirm that neither you nor any other Contributor (other than as expressly stated in this agreement) obtain, own or claim any right, title or interest in or to them.

You hereby grant to Move AI a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, sub-licensable licence to copy, display, communicate, adapt, edit, and otherwise use the Video Data and the Materials for the provision of the API and related services and/or the development, training and improvement of our products, technologies, systems and services.

Subject to clause 6.5, Move AI hereby grants to you a worldwide, royalty-free, fully paid-up, non-exclusive transferable, sublicensable licence of all Intellectual Property Rights it owns in the Output with effect from the date of their creation. 

You confirm and promise (or, for business customers, warrant and represent) that:

1. you have binding, enforceable arrangements in place with any and all other Contributors entitling you to grant the rights you grant to us under clause 6.1.2, including in relation to any Materials in which they and any performance by them appears or is featured; 
2. none of the Video Data, the Materials and the Output (and their use by Move AI in accordance with this agreement) infringe and nor will they infringe the rights (including Intellectual Property Rights) of any third party. Where you are a business user, you hereby indemnify and agree to keep Move AI indemnified and to hold Move AI harmless against any losses, liabilities, damages, costs, expenses or other claims arising from or in connection with any breach of this clause 6.4 or clause 5.1.2.

You may not:

1. license, sublicense or otherwise grant (“Sublicense”) or purport to Sublicense any rights or obligations under this agreement except: (i) if the Sublicensee has entered into a binding written agreement with you containing terms that are binding on the Sublicensee and materially the same as (and no less onerous than) those set out in this agreement, including the provisions of this clause 6.5); and/or
2. 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. Non-compliance with this clause 6.5 shall immediately render the licence at clause 6.3 (and any sublicence granted under it) void.

Without prejudice to clause 14.9, we shall not Sell any Output, Video Data, Motion Data and/or Materials.

FEES AND PAYMENT

The following provisions of this clause 7 do not apply if you have a free-to-use account (“free account”) that Move AI may permit you to use from time to time. However, if you switch from a free account to any account in respect of which Move AI requires payment (a “paid account”), the provisions of this clause 7 will then apply to you unless and until you switch back to a free account. 

The Fees will be charged to your Payment Method on the specific payment date indicated on your account page. The length of your billing cycle will depend on the type of subscription that you choose when you signed up for the paid service. You authorise us to charge the Payment Method to pay the applicable Fees.

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):

1. suspend provision of the API and/or access to any of the Materials stored on our servers and/or any or all Output until the relevant Fees are paid; and/or
2. charge interest on the unpaid amount (after as well as before any judgement) 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.

All amounts payable by you pursuant to this agreement shall be made without any deduction, withholding, counter-claim or set off.

Move AI may amend the Fees at the end of your current Subscription Period 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.

CHANGES TO THE API

From time to time we may make updates to the API available to you to improve performance, enhance functionality, reflect changes to the operating system or address security issues.

Subject to clause 13.3, we shall not be responsible to you if you for any loss or damage sustained by you if you choose to not use an updated version of the API.

CHANGES TO THIS AGREEMENT

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.

We will give you at least 30 days’ notice of any change by sending you an email with details of the change.

If you do not accept the notified changes you terminate this agreement by written notice to us (after which you will no longer be permitted to continue to use the API).

CONFIDENTIALITY

In this Clause, “Confidential Information” means any information that is clearly labelled or identified as confidential or ought to reasonably be treated as being confidential. Confidential Information includes the terms of this agreement and the API and excludes any information which:

1. is or becomes publicly known other than through a breach of this agreement;
2. was in the receiving party’s lawful possession before the disclosure;
3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
4. is independently developed by the receiving party and that independent development can be shown by written evidence; or
5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

Each party will hold the other party’s Confidential Information in confidence and not make the other party’s Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. Neither party will use the other party’s Confidential Information for any purpose other than the implementation of this agreement.

Each party will take all reasonable steps to ensure that the other party’s Confidential Information to which it has access is not disclosed or distributed by its directors, employees, representatives, agents and sub-contractors in breach of the terms of this agreement.

DATA PROTECTION

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 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.

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. You also confirm and agree that any and all personal data contained within the Video Data, the Materials and/or the Motion Data may be processed by Move AI for the development, training and improvement of our products, technologies, systems and services. When we process such personal data for these purposes we do so as a separate controller.

Subject to clause 11.6, if you are a business customer (but not an individual sharing only your own personal data with us), and 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:

1. comply with Data Protection Laws;
2. be responsible for determining the lawful basis for the processing of such data;
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;
4. respond to any data subject rights requests that you or we receive as a controller; and
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.

If you are a business customer, 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.

If you are a business customer, 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.

To the extent Move AI acts as a processor, you and we agree to comply with the terms set out in schedule 1.

ENDING THIS AGREEMENT

We may terminate this agreement and your use of the API with immediate effect by giving you notice in writing if you:

1. commit any material breach of this agreement, which is not remedied within 30 days of written notice from the non-breaching party to the breaching party; 
2. breach clause 4.3; or
3. suffer an Insolvency Event.

We may also terminate this agreement and your use of the API at any time without cause with immediate effect. We may do this if we are closing the API entirely, for example. If we exercise this right, we will refund you any prepaid Fees up to the effective date of termination.

Your Subscription Period will automatically renew upon expiry. We will notify you 30 days prior to the end of your Subscription Period. If you do not want to renew, you must contact us at api@move.ai or cancel your subscription on your account page 

If you cancel your subscription in accordance with any of the provisions of this agreement, subject to your ongoing compliance with this agreement, you will continue to be entitled to use any features of the API that we choose to make available to users with a free account, but you will no longer be entitled to use or access any features or version of the API, or any API, that require a paid account (“paid features”). If you wish to access any paid features you will need to register for a paid account and pay the applicable Fees.

You may terminate this agreement and your use of the API with immediate effect by giving us notice in writing if we:some text

commit any material breach of this agreement, which is not remedied within 30 days of written notice from the non-breaching party to the breaching party; or

suffer an Insolvency Event.

You may also terminate this agreement on written notice to us at the end of your Subscription Period. If you cease using the API within your Subscription Period, this will not constitute cancellation or termination of this agreement and you will not be entitled to a refund for any unused period of time.

Upon expiry or termination of this agreement for any reason you shall: (i) immediately cease to be entitled to use the API; (ii) delete or remove the API key from all devices in your possession and immediately destroy all copies of the API key which you have and confirm to us that you have done this; and (iii) within 30 days after the date of termination pay all outstanding Fees due to Move AI. 

Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.

Termination of this agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties 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.

LIMITATION OF LIABILITY

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 API, including public telephone services, computer networks and the internet, can be unpredictable and may from time to time interfere with or prevent access to the API. Subject to the express provisions of this agreement, the API is provided on an “as is” basis and Move AI gives no warranty that the API will be uninterrupted or wholly free from defects, errors and bugs or that the information obtained by you will meet any particular requirements.

The API has not been developed to meet your individual requirements. Please check that the facilities and functions of the API (as described in the Documentation) meet your requirements.

Nothing in this agreement shall operate to exclude, limit or restrict either party’s liability for death or personal injury resulting from negligence or any fraud or fraudulent misrepresentation.

Our liability to you as a business customer:

The following provisions of this clause 13.4 apply if you are a business customer:

1. Except as set out in this agreement and to the extent permitted under applicable law, all conditions, warranties and representations, expressed or implied by (i) statute, (ii) common law or (iii) otherwise, in relation to the API are excluded; and
2. Subject to clause 13.3, we are not liable to you for any loss of profit, revenue, data, goodwill, business opportunity or indirect or consequential loss or damage suffered by you.

Our maximum liability to you:

1. with any use or inability to use any feature or version of the API 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; and 
2. Move AI’s liability to you whether in contract, tort (including negligence) or otherwise arising out of or in connection with the API, any Output and/or this agreement shall not exceed the greater of (i) £100 and (ii) the Fees paid by you to Move AI under this agreement in the 12 months prior to the date that such liability arises.

GENERAL

1. This agreement (and any documents referred to herein) 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. Each party acknowledges that it has not entered into this agreement in reliance on any statement or representation of the other party except to the extent that such statement or representation has been incorporated in this agreement. Nothing in this agreement shall limit or exclude either party’s liability for fraud or fraudulent misrepresentation or any other matter in respect of which liability may not lawfully be limited or excluded.  
2. This agreement shall not operate so as to create a partnership or joint venture of any kind between the parties. Nothing contained in this agreement shall be so construed as to constitute either party to be the agent of the other. Neither party shall have any authority to make any commitments on the other party’s behalf.
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 all 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.
4. You acknowledge and agree that Move AI may publicise in its promotional and/or marketing materials that it is working with you.
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.
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.
7. The parties 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.
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 6) to any third party, without our prior written consent. 
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.
10. This agreement and any non-contractual obligations connected to it shall be governed by the laws of England. If you are a business, 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.

Definitions and Interpretation

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 end users of the API;API means the Application Programming Interface which you have downloaded/ started using in accordance with the terms of this agreement, whether that is using a single camera or multiple cameras; Contributor means any individual who appears or features in any Materials; Excessive Use means use of the API which is not reasonable and which significantly exceeds normal usage patterns, including without limitation:  

1. use in excess of the Usage Limits;
2. use in a manner that consumes excessive bandwidth;
3. use which affects our core equipment;
4. use which affects the overall performance of the API;
5. use which may compromise our ability to continue to provide the API to you and/or other users; and/or
6. use which directly or indirectly causes a disruption in the network integrity of our network;

Fees means the fees payable for the API as notified by Move AI from time to time;

Force Majeure Event means all events beyond the control of the affected party 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;

Intellectual Property Rights means any current and future intellectual property rights, including: (a) copyrights, trademarks, trade names, domain names, rights in logos and get-up, 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 anywhere in the world;

Insolvency Event occurs when a party: (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;

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 by or on behalf of you to Move AI in connection with the API or your use of it;

Motion Data means any and all data, metadata and information created or generated by Move AI in connection with the processing of the Materials in order to render and produce Output and make it available to you (for example, physical measurements of any individual Contributors, as well as information relating to their motion and speed of movement);

Payment Method means the method of payment you provide to Move AI;

Permitted Purpose means the upload of video content to our systems through the API by you to enable us to extract motion data from such content and provide you with Output and the importation by you of the resulting Output into your or a third party’s visualisation or ingestion engine;

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;

Sell means to transfer the ownership of an asset to a third party in return for payment of a financial sum;

Single Camera API means the Application Programming Interface specifically for any single camera input (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;

Subscription Period means the period of your subscription notified to you when you signed up, commencing on the date you sign up to the API; 

Usage Limits has the meaning given to it in clause 5.3; and

Video Data means any and all data, metadata and information associated with the Materials (for example, data collected from your device, such as the device type, video format and orientation, file metadata, such as the time that any video was taken and the duration of the video, and file names created by our system.

The parties agree that:

1. clause headings used in this agreement are inserted for ease of reference only and shall not affect construction;
2. references to the word include or including (or any similar term) are not to be construed as implying any limitation; and 
3. 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.

SCHEDULE 1 – DATA PROCESSING AGREEMENT

DEFINITIONS

In this schedule 1 and in clause 11 of this agreement, the following terms have the following meanings:

1. "Data Protection Laws" means all laws, regulations and decisions relating to data protection and privacy which are from time to time applicable to the parties, including (i) the GDPR and all related national laws, regulations and secondary legislation, including the UK GDPR and the Data Protection Act 2018; and (ii) the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all other applicable national laws and regulations implementing European Directive 2002/58/EC.
2. "controller", "data subject", "personal data breach", "process", "processor" shall have the meanings given to them in the UK GDPR.
3. "EU GDPR" means the General Data Protection Regulation (Regulation EU 2016/679).
4. "GDPR" means the EU GDPR and the UK GDPR.
5. "UK GDPR" means the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018).

CONTROLLER-TO-PROCESSOR TERMS

This schedule 1 sets out the controller-to-processor terms applicable to the extent Move AI acts as processor on your behalf. The details of processing are set out in the Annex to this agreement.

You shall be responsible for meeting the transparency requirements imposed by Articles 12 to 14 of the GDPR and, to the extent required, with obtaining all necessary consents required to provide the personal data to Move AI.

Move AI shall:

1. not process personal data other than on your documented instructions, to be taken to be the terms set out in this agreement, unless the processing is required by applicable laws to which Move AI is subject, in which case Move AI shall, to the extent permitted by applicable laws, inform you of that legal requirement before processing the personal data.
2. inform you if it believes your instructions to be in violation of Data Protection Laws. 
3. take reasonable steps to ensure that any employee, agent or contractor of Move AI who may have access to the personal data are subject to a duty of confidentiality or are bound by appropriate statutory obligations of confidentiality.
4. taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk.
5. advise you if it receives any requests from data subject rights and shall reasonably endeavour to assist you with responding to any such requests, taking into account the nature of the processing and information available to Move AI.
6. notify you upon becoming aware of a personal data breach and shall reasonably endeavour to assist you with meeting any obligations to report or inform data subjects or relevant supervisory authorities.
7. provide you with reasonable assistance with meeting your obligations under Articles 32 to 36 of the GDPR, in each case taking into account the nature of the processing and information available to Move AI.
8. upon termination of this agreement, delete copies of the personal data we process as your processor. Move AI may retain personal data to the extent required by applicable laws.
9. provide you with reports on reasonable request to allow you to audit Move AI's compliance with this schedule 1 at your sole cost and expense.

You consent to Move AI engaging the subprocessors identified in [http://move.ai/terms-of-use]. In the event that Move AI wishes to add or replace a subprocessor, Move AI shall notify you in advance. You may object to such addition or replacement within five (5) days of receipt of the notice where you reasonably believe that the addition or replacement may cause you or Move AI to be in breach of Data Protection Laws. If no objection is received by Move AI within five (5) days of your receipt of the notice, then you shall be deemed to have consented to the addition or replacement. If you do object to Move AI appointing or replacing a subprocessor, the parties shall negotiate in good faith to find a suitable solution. If a solution acceptable to you and Move AI has not been reached within 14 days then either you or we may terminate this agreement immediately on written notice without liability to the other.

Move AI shall ensure that it has written terms in place with each of its subprocessors and that these terms include terms which are similar to those set out in this schedule 1. For the avoidance of doubt, Move AI shall remain fully liable for the performance of its subprocessors' obligations.

‍

ANNEX – DETAILS OF MOVE AI'S DATA PROCESSING AS PROCESSOR

Subject-matter, nature, duration and purpose of processing

Move AI processes the Materials provided by you to produce and provide the Output to you. Subject to the terms of this agreement, Move AI will also host your Materials during the term of this agreement. To the extent necessary, Move AI also processes personal data in order to provide the Output to you.

Categories of data subjects

Individuals who appear in the Materials you upload to the API as part of the Materials.

Types of Personal Data

Contact information

Personal data included in the Materials you upload

Personal data included in the Output

Special categories of Personal Data (if appropriate)

Not applicable

‍

PLEASE READ THE TERMS OF THIS POLICY CAREFULLY BEFORE USING THE APP

What's in these terms?

This acceptable use policy sets out the content standards that apply when you create, upload and download content for, to or from the Move One App and Platform (the “App”), or interact with our App in any other way,

Who we are and how to contact us

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”).

To contact us, please email support@move.ai.

By accepting our EULA (as defined below) and/or using our App you accept these terms

By agreeing to the [Move One End User Licence Agreement (“EULA”) [http://move.ai/move-one-eula] and/or downloading and installing our App, you agree to these terms which form part of our agreement with you and bind you. If you do not agree to these terms, you will not be able to download the App.

We may make changes to these terms

We may amend these terms from time to time. Every time you wish to use our App, please check these terms to ensure you understand the terms that apply at that time.

Prohibited uses

You may not use our App:

• in any way that breaches any applicable local, national or international law or regulation;
• in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;
• for the purpose of harming or attempting to harm minors in any way;
• to bully, insult, intimidate or humiliate any person;
• to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards;
• to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
• to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
• to upload terrorist content; and/or
• to collect or harvest any information or data from the app or attempt to decipher any transmissions to or from the servers hosting the App.

You also agree:

• Not to reproduce, duplicate, copy or re-sell any part of our App in contravention of the provisions of our EULA [http://move.ai/move-one-eula]; and
• Not to access without authority, interfere with, damage or disrupt:
  • any part of our App;
  • any equipment or network on which our App is stored; 
  • any software used in the provision of our App; and/or 
  • Any equipment or network or software owned or used by any third party.

Content standards

These content standards apply to any and all material which you create with or contribute to our App (“Contribution”). 

The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to the Contribution as a whole.

Move AI will determine, in its discretion, whether a Contribution breaches the Content Standards.

A Contribution must:

• be accurate (where it states facts);
• be genuinely held (where it states opinions); and
• comply with the law applicable in England and Wales and in any country from which it is posted.

A Contribution must not:

• be defamatory of any person;
• be obscene, offensive, hateful or inflammatory;
• bully, insult, intimidate or humiliate;
• promote sexually explicit material;
• include child sexual abuse material;
• promote violence;
• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
• infringe any copyright, database right, trade mark, or other intellectual property of any other person;
• be likely to deceive any person;
• breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
• promote any illegal content or activity;
• be in contempt of court;
• be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
• be likely to harass, upset, embarrass, alarm or annoy any other person;
• impersonate any person or misrepresent your identity or affiliation with any person;
• give the impression that the Contribution emanates from Move AI, if this is not the case;
• advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
• contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism; and/or
• contain any advertising or promote any services or web links to other sites or apps.

Breach of these terms

When we consider that a breach of these terms has occurred, we may take such action as we deem appropriate.  

Failure to comply with these terms constitutes a material breach of the EULA [http://move.ai/move-one-eula] upon which you are permitted to use our App, and may result in our taking all or any of the following actions:

• immediate, temporary or permanent withdrawal of your right to use and suspension of your access to our App.
• immediate, temporary or permanent removal of any Contribution uploaded by you to our App.
• issue a warning to you.
• commence legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
• take further legal action against you.
• disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

Subject to the provisions of the EULA governing our liability to you, we exclude our liability for all action we may take in response to breaches of these terms. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

MOVE ONE END USER LICENCE AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY

We make our Move One App available under the terms of this end user licence agreement (these “terms” or this “agreement”). By downloading and installing and/or using either App (as defined below), or by clicking or tapping on the relevant “Accept” button to confirm your agreement to these terms, you agree to be bound by this agreement. If you do not agree to the terms of this agreement, you will not be able to download or use the App.

1.2Where a capitalised term is used in this agreement and not defined in clauses 1-16, it has the meaning given to it in clause 17.

WHO WE ARE AND WHAT THIS AGREEMENT DOES

2.1We are Move AI Limited (registered with company number 11886662) of International House, 142 Cromwell Road, London, United Kingdom, SW7 4EF (“Move AI”, “we”, “us”).

2.2This agreement is made between us and (i) where you are a business customer, the company you represent, or (ii) where you are a consumer, you (“you”, “your”). If you are unsure if you are a consumer or a business customer, please see clause 4 below.

2.3Under this agreement, we license you to download and/or use the App, the motion capture files (and their content) that is provided to you by us through the App (the “Output”), the related documentation available at [https://help.move.ai/en/] (“Documentation”), and any updates or supplements to them.

2.4There are other terms that apply to your use of the App. In particular, you agree to comply with our Acceptable Use Policy [http://move.ai/acceptable-use] as it may be updated from time to time. The ways in which you can use the App may also be controlled by the rules and policies of the app store you downloaded the App from. You also acknowledge that we process your personal data and any other personal data that you or others share with us through the App in accordance with our Privacy Policy [http://move.ai/privacy-policy].

We may from time to time release and make available to you versions of the App or specific App features that are designated as being in ‘Beta’ or ‘Beta’ versions. Any such ‘Beta’ designation typically indicates that the feature or version of the App 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 you 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 at your risk. If you do not wish to accept this risk, you should not use any feature or version of the App that is designated as being in ‘Beta’ or a ‘Beta’ version.

SUPPORT AND CONTACTING US

3.1If you want to learn more about the App or have any problems using it, please take a look at the Documentation.

If you think the App is faulty or misdescribed or wish to contact us for any other reason please email our customer service team at support@move.ai.

3.3If we have to contact you we will do so by email, using the contact details you have provided to us.

BUSINESS CUSTOMERS DO NOT HAVE ALL THE SAME RIGHTS AS CONSUMERS

Business customers do not have the same rights under or in relation to this agreement as consumers. For example, we don't compensate business customers in the same way for losses. Where a term applies just to business customers or just to consumers, this is clearly stated. You are a business customer if you are buying products wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual. If you are not a business customer, you are a consumer.

APP LICENCE AND RESTRICTIONS

5.1In return for your agreeing to comply with this agreement and the payment by you of any applicable Fees, consumer users may, and business customers may permit, their Authorised Users to:

1. download the downloadable versions of the App and the Documentation on to a mobile device and view, use and display the App and the Documentation on such device;
2. use the web application version of the App and the Documentation and view, use and display the App and the Documentation on a computer, tablet or other mobile device; and
3. 5.1.3receive and/or use any free supplementary software code or update of the App incorporating "patches" and corrections of errors as we may provide to you, for the Permitted Purpose and in accordance with the provisions of this agreement.

You agree that you will (and if you are a business customer, you will ensure that your Authorised Users will):

1. only use the App for the Permitted Purpose;
2. not engage in or permit any other person to engage in any Prohibited Use of the App;
3. comply with this agreement and the Acceptable Use Policy [http://move.ai/acceptable-use];
4. comply with the Documentation and other reasonable instructions of Move AI;
5. not rent, lease, sub-license, loan, provide, or otherwise make available, the App in any form, in whole or in part to any person without prior written consent from us;
6. not copy the App or Documentation, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security;
7. not translate, merge, adapt, vary, alter or modify, the whole or any part of the App or Documentation nor permit the App or any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the App on devices as permitted in this agreement;
8. 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 App nor attempt to do any such things;
9. comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App.

Your use of the App is subject to storage and usage applicable to your subscription tier (“Usage Allowance”), as further described in this clause 5.3.

1. Your use of the App includes a storage and usage allowance based on your subscription tier (“Usage Allowance”), as further described in this clause 5.3. The Usage Allowance applicable to your subscription will be clearly set out when you purchase your subscription and is also available at [http://move.ai/pricing]. We reserve the right to change the price or the Usage Allowance of our subscription packages from time to time. However, we will notify you of any proposed change(s) to your subscription pricing, tier, or Usage Allowance, and the change(s) will only become effective when your Subscription Period renews. If you do not wish to accept such change(s), you may cancel your subscription in accordance with the provisions of clause 14.
2. If you consume the Usage Allowance included in your subscription [set out at [http://move.ai/pricing], you may continue using the App, but you will incur Overage Charges for each additional credit used outside of your Usage Allowance. The cost of these Overage Charges is detailed on our pricing page [set out at [http://move.ai/pricing]. Your use of the App remains subject to our Acceptable Use Policy [http://move.ai/acceptable-use]. Overage Charges are billed in addition to your subscription fee and are non-refundable. If you cancel your subscription, you will still be responsible for any Overage Charges incurred.

You agree that your use of the App will be reasonable and not excessive and consistent with the Usage Allowance. We reserve the right to suspend your access to the App or your account or to terminate this Agreement and your rights to use the App or take action against you if we become aware that you are engaging in Excessive Use or using Output for Prohibited Use. We will determine based on reasonable information available, what constitutes Excessive Use, and you agree that our determination is final and binding. If we reasonably believe that you have been engaging in Excessive Use or using Output for Prohibited Use, we may:

1. contact you and require that you to cease or alter your behaviour/actions; or
2. immediately suspend, modify, block access to, limit or otherwise restrict your use (or the use of any Authorised User) of the App, and notify you in writing that we have done so (and, where we so restrict use of the App, we may maintain such restriction for such period as we consider appropriate in the circumstances).

If you: (i) continue with Excessive Use after such notice, and/or (ii) use or permit any other person to use Output for any Prohibited Use, we may, without notice, terminate this agreement and permanently end your rights to use the App in accordance with clause 14.

Where you provide or make available any aspect of the App or any Output to a third party, you: (a) shall (in the case of the App) only be entitled to do so where expressly permitted under this agreement; (b) do so at your own risk and are solely responsible for all arrangements with that third party and for any use of the App or the Output by that third party; and (c) where you are a business user, hereby  indemnify and agree to keep Move AI indemnified and to hold Move AI harmless against any losses, liabilities, damages, costs or expenses arising from or in connection with any claim made by that third party against Move AI in connection with this agreement or your use of the App.

If you are a business customer, you are and shall remain liable for all acts and omissions of your Authorised Users.

The use of the App is dependent on certain third-party infrastructure and services which we do not control, including your internet access and/or mobile data services and the internet. We therefore do not warrant that the use of the App will be uninterrupted or error-free.

YOUR OTHER OBLIGATIONS

You shall (and if you are a business customer, you shall procure that your Authorised Users shall):

1. comply with all applicable laws with respect to your obligations under this agreement;
2. obtain and maintain all necessary licences, clearances, consents, releases, approvals and permissions necessary for: (i) you and, where applicable, your Authorised Users to download and/or use the App and perform your and their obligations under this agreement; (ii) the use by Move AI of the Materials in the performance of our obligations and exercise of our rights under this agreement; and (iii) the use by Move AI of the Video Data, Motion Data and Output in accordance with our rights;
3. be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to the App, 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 network connections or telecommunications links or caused by the internet; and
4. 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.

INTELLECTUAL PROPERTY RIGHTS

As between you, any and all other Contributors and Move AI:

1. you and any and all other Contributors own and shall retain ownership of all Intellectual Property Rights in and to the Video Data and the Materials. Move AI hereby acknowledges that it does not, other than as expressly stated in this agreement, obtain or claim any right, title or interest in or to (including any right to use) any Video Data and/ or the Materials;
2. Move AI owns and shall retain ownership of all Intellectual Property Rights in and to the App and the Documentation and any and all content, information, data and know-how obtained or developed in connection with the provision or use of the App and the Documentation, including the Motion Data, Output, and any feedback/comments provided by you or on your behalf in relation to the App 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, vested or in future will vest in you or any other Contributor upon creation with effect from that date, and acknowledge and confirm that neither you nor any other Contributor (other than as expressly stated in this agreement) obtain, own or claim any right, title or interest in or to them.

You hereby grant to Move AI a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, sub-licensable licence to copy, display, communicate, adapt, edit, and otherwise use the Video Data and the Materials for the provision of the App and related services and/or the development, training and improvement of our products, technologies, systems and services.

Subject to clause 7.5, Move AI hereby grants to you a worldwide, royalty-free, fully paid-up, non-exclusive transferable, sublicensable licence of all Intellectual Property Rights it owns in the Output with effect from the date of their creation.

You confirm and promise (or, for business customers, warrant and represent) that:

1. you have binding, enforceable arrangements in place with any and all other Contributors entitling you to grant the rights you grant to us under clause 7.1.2, including in relation to any Materials in which they and any performance by them appears or is featured;
2. none of the Video Data, the Materials and the Output (and their use by Move AI in accordance with this agreement) infringe and nor will they infringe the rights (including Intellectual Property Rights) of any third party. Where you are a business user, you hereby indemnify and agree to keep Move AI indemnified and to hold Move AI harmless against any losses, liabilities, damages, costs, expenses or other claims arising from or in connection with any breach of this clause 7.4 or clause 6.1.2.

You may not:

1. license, sublicense or otherwise grant (“Sublicense”) or purport to Sublicense any rights or obligations under this agreement except: (i) if the Sublicensee has entered into a binding written agreement with you containing terms that are binding on the Sublicensee and materially the same as (and no less onerous than) those set out in this agreement, including the provisions of this clause 7.5); and/or
2. 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. Non-compliance with this clause 7.5 shall immediately render the licence at clause 7.3 (and any sublicence granted under it) void.

Without prejudice to clause 16.9, we shall not Sell any Output, Video Data, Motion Data and/or Materials.

FEES AND PAYMENT

The following provisions of this clause 8 do not apply if you have a guest account or any other free-to-use account (“free account”) that Move AI may permit you to use from time to time. However, if you switch from a free account to any account in respect of which Move AI requires payment (a “paid account”), the provisions of this clause 8 will then apply to you unless and until you switch back to a free account.

The Fees will be charged to your Payment Method on the specific payment date indicated on your account page. The length of your billing cycle will depend on the type of subscription that you choose when you signed up for the paid service. You authorise us to charge the Payment Method to pay the applicable Fees.

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):

1. suspend provision of the App and/or access to any of the Materials stored on our servers and/or any or all Output until the relevant Fees are paid; and/or
2. charge interest on the unpaid amount (after as well as before any judgement) 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.

All amounts payable by you pursuant to this agreement shall be made without any deduction, withholding, counter-claim or set off.

Move AI may amend the Fees at the end of your current Subscription Period 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 14.

CONSUMER RIGHT TO CANCEL

If you are a consumer, you have a legal right to change your mind about your subscription purchase and receive a refund of what you paid for it, subject to the conditions set out in this section.

The deadline for changing your mind is 14 days after your subscription is confirmed. If you wish to cancel, you must let us know in this time by contacting our customer service team at support@move.ai.

We will refund you as soon as possible and within 14 days of you telling us you’ve changed your mind. You have to pay for any services you received before you change your mind. This means we will not refund you for the period between the start of your subscription and the date you notify us that you wish to cancel.

If you cancel your subscription in accordance with this clause 9, the provisions of clause 14 relating to cancellation also apply.

This clause 9  and these rights do not apply to business users.

CHANGES TO THE APP

From time to time we may make updates to the App available to you or automatically update the App to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively we may ask you to update the App for these reasons.

If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App, or it may cease to function correctly or at all. Subject to clause 15.3, 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 app.

CHANGES TO THIS AGREEMENT

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.

We will give you at least 30 days’ notice of any change by sending you an email with details of the change.

If you do not accept the notified changes you terminate this agreement by written notice to us (after which you will no longer be permitted to continue to use the App). If you are a consumer, we will refund to you any unused portion of your subscription if you terminate this agreement for these reasons prior to the end of your Subscription Period.

CONFIDENTIALITY

In this Clause, “Confidential Information” means any information that is clearly labelled or identified as confidential or ought to reasonably be treated as being confidential. Confidential Information includes the terms of this agreement and the App and excludes any information which:

1. Is or becomes publicly known other than through a breach of this agreement;
2. Was in the receiving party’s lawful possession before the disclosure;
3. Is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
4. Is independently developed by the receiving party and that independent development can be shown by written evidence; or
5. Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

Each party will hold the other party’s Confidential Information in confidence and not make the other party’s Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. Neither party will use the other party’s Confidential Information for any purpose other than the implementation of this agreement.

Each party will take all reasonable steps to ensure that the other party’s Confidential Information to which it has access is not disclosed or distributed by its directors, employees, representatives, agents and sub-contractors in breach of the terms of this agreement.

DATA PROTECTION

You confirm and promise (or if you are a business customer, 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.

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. You also confirm and agree that any and all personal data contained within the Video Data, the Materials and/or the Motion Data may be processed by Move AI for the development, training and improvement of our products, technologies, systems and services. When we process such personal data for these purposes we do so as a separate controller.

Subject to clause 13.6, if you are a business customer (but not an individual sharing only your own personal data with us), and we are acting as a controller, for example as set out in clause 13.2, 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:

1. comply with Data Protection Laws;
2. be responsible for determining the lawful basis for the processing of such data;
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;
4. respond to any data subject rights requests that you or we receive as a controller; and
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.

If you are a business customer, 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.

If you are a business customer, 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.

To the extent Move AI acts as a processor, you and we agree to comply with the terms set out in schedule 1.

ENDING THIS AGREEMENT

We may terminate this agreement and your use of the App with immediate effect by giving you notice in writing if you:

1. commit any material breach of this agreement, which is not remedied within 30 days of written notice from the non-breaching party to the breaching party;
2. breach clause 5.3; or
3. suffer an Insolvency Event.

We may also terminate this agreement and your use of the App at any time without cause with immediate effect. We may do this if we are closing the App entirely, for example. If we exercise this right, we will refund you any prepaid Fees up to the effective date of termination.

Your Subscription Period will automatically renew upon expiry. We will notify you 30 days prior to the end of your Subscription Period. If you do not want to renew, you must cancel your subscription on your account page.

If you cancel your subscription in accordance with any of the provisions of this agreement, subject to your ongoing compliance with this agreement, you will continue to be entitled to use any features of the App that we choose to make available to users with a free account, but you will no longer be entitled to use or access any features or version of the App, or any App, that require a paid account (“paid features”). If you wish to access any paid features you will need to register for a paid account and pay the applicable Fees.

You may terminate this agreement and your use of the App with immediate effect by giving us notice in writing if we:

1. commit any material breach of this agreement, which is not remedied within 30 days of written notice from the non-breaching party to the breaching party; or
2. suffer an Insolvency Event.

You may also terminate this agreement on written notice to us at the end of your Subscription Period. If you cease using the App within your Subscription Period, this will not constitute cancellation or termination of this agreement and you will not be entitled to a refund for any unused period of time.

Upon expiry or termination of this agreement for any reason you shall: (i) immediately cease to be entitled to use the App; (ii) delete or remove the App from all devices in your possession and immediately destroy all copies of the App which you have and confirm to us that you have done this; and (iii) within 30 days after the date of termination pay all outstanding Fees due to Move AI.

Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.

Termination of this agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties 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.

LIMITATION OF LIABILITY

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 App, including public telephone services, computer networks and the internet, can be unpredictable and may from time to time interfere with or prevent access to the App. Subject to the express provisions of this agreement, the App is provided on an “as is” basis and Move AI gives no warranty that the App will be uninterrupted or wholly free from defects, errors and bugs or that the information obtained by you will meet any particular requirements.

The App has not been developed to meet your individual requirements. Please check that the facilities and functions of the App (as described on the app store site and in the Documentation) meet your requirements.

Nothing in this agreement shall operate to exclude, limit or restrict either party’s liability for death or personal injury resulting from negligence or any fraud or fraudulent misrepresentation.

Your rights as a consumer:

If you are a consumer, we promise, subject to clause 2.5, to provide our services with reasonable skill and care and that the App and the Output will be of satisfactory quality.

Our liability to you if you are a consumer user:

If you are a consumer, we are responsible for losses you suffer caused by us breaking this agreement unless the loss is:

1. Unexpected. It was not obvious that it would happen and nothing you said to us before we accepted your order meant we should have expected it (so, in the law, the loss was unforeseeable);
2. Caused by a delaying event outside our control. As long as we have taken the steps set out in the clause 16.3, we are not responsible for delays outside our control; and/or
3. Avoidable. Something you could have avoided by taking reasonable action. For example, damage to your own digital content or device, which was caused by digital content we supplied and which you could have avoided by following our advice to apply an update or by correctly following the installation instructions or having the minimum system requirements advised by us.

Our liability for any loss you suffer in connection with your trade, business, craft or profession is limited, as described in clause 15.7 below.

Our liability to you if you are a business customer:

The following provisions of this clause 15.7 apply if you are a business customer:

1. Except as set out in this agreement and to the extent permitted under applicable law, all conditions, warranties and representations, expressed or implied by (i) statute, (ii) common law or (iii) otherwise, in relation to the App are excluded; and
2. Subject to clause 15.3, we are not liable to you for any loss of profit, revenue, data, goodwill, business opportunity or indirect or consequential loss or damage suffered by you.

Our maximum liability to you:

Whether you are a business customer or a consumer, subject to clause 15.3:

1. 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 App 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; and
2. Move AI’s liability to you whether in contract, tort (including negligence) or otherwise arising out of or in connection with the App, any Output and/or this agreement shall not exceed the greater of (i) £100 and (ii) the Fees paid by you to Move AI under this agreement in the 12 months prior to the date that such liability arises.

GENERAL

This agreement (and any documents referred to herein) 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. Each party acknowledges that it has not entered into this agreement in reliance on any statement or representation of the other party except to the extent that such statement or representation has been incorporated in this agreement. Nothing in this agreement shall limit or exclude either party’s liability for fraud or fraudulent misrepresentation or any other matter in respect of which liability may not lawfully be limited or excluded.  

This agreement shall not operate so as to create a partnership or joint venture of any kind between the parties. Nothing contained in this agreement shall be so construed as to constitute either party to be the agent of the other. Neither party shall have any authority to make any commitments on the other party’s behalf.

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 all 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.

You acknowledge and agree that Move AI may publicise in its promotional and/or marketing materials that it is working with you.

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.

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.

The parties 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.

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 7) to any third party, without our prior written consent.

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.

This agreement and any non-contractual obligations connected to it shall be governed by the laws of England. If you are a consumer then, wherever you live, you can bring claims against us in the courts of England and Wales and if you live elsewhere, you may also be able to bring claims against us in the courts of the country you live in (subject to local applicable laws). If you are a consumer, we can claim against you in the courts of the country you live in. If you are a business, 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.

Definitions and Interpretation

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 (i) for business users, your directors, employees, agents, contractors and other workers who are end users of the App, and (ii) for consumer users, you;

App means the Move One App and/or the web application version found at http://platform.move.ai which you have downloaded which you have signed up for or use, each in accordance with the terms of this agreement.

Contributor means any individual who appears or features in any Materials;

Excessive Use means use of the App which is not reasonable and which significantly exceeds normal usage patterns, including without limitation:

(i)use in a manner that consumes excessive bandwidth;

(ii)use which affects our core equipment;

(iii)use which affects the overall performance of the App;

(iv)use which may compromise our ability to continue to provide the App to you and/or other users; and/or

(v)use which directly or indirectly causes a disruption in the network integrity of our network;

Fees means the fees payable for the App as notified by Move AI from time to time;

Force Majeure Event means all events beyond the control of the affected party 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;

Intellectual Property Rights means any current and future intellectual property rights, including: (a) copyrights, trademarks, trade names, domain names, rights in logos and get-up, 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 anywhere in the world;

Insolvency Event occurs when a party: (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;

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 by or on behalf of you to Move AI in connection with the App or your use of it or which are otherwise uploaded by you or on your behalf into the App;

Motion Data means any and all data, metadata and information created or generated by Move AI in connection with the processing of the Materials in order to render and produce Output and make it available to you (for example, physical measurements of any individual Contributors, as well as information relating to their motion and speed of movement);

Move One App means the Move One mobile application and/or the web application version found at http://platform.move.ai (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;

Overage Charges means the charges for usage outside of the Usage Allowance;

Payment Method means the method of payment you provide to Move AI;

Permitted Purpose means the upload of video content to our systems through the App by you to enable us to extract motion data from such content and provide you with Output and the importation by you of the resulting Output into your or a third party’s visualisation or ingestion engine;

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;

Sell means to transfer the ownership of an asset to a third party in return for payment of a financial sum;

Subscription Period means the period of your subscription notified to you when you signed up, commencing on the date you sign up to the App;

Usage Allowance has the meaning given to it in clause 5.3; and

Video Data means any and all data, metadata and information associated with the Materials (for example, data collected from your device, such as the device type, video format and orientation, file metadata, such as the time that any video was taken and the duration of the video, and file names created by our system.

The parties agree that:

1. clause headings used in this agreement are inserted for ease of reference only and shall not affect construction;
2. references to the word include or including (or any similar term) are not to be construed as implying any limitation; and
3. 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.

SCHEDULE 1 – DATA PROCESSING AGREEMENT

DEFINITIONS

In this schedule 1 and in clause 13 of this agreement, the following terms have the following meanings:

1. 1"Data Protection Laws" means all laws, regulations and decisions relating to data protection and privacy which are from time to time applicable to the parties, including (i) the GDPR and all related national laws, regulations and secondary legislation, including the UK GDPR and the Data Protection Act 2018; and (ii) the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all other applicable national laws and regulations implementing European Directive 2002/58/EC.
2. "controller", "data subject", "personal data breach", "process", "processor" shall have the meanings given to them in the UK GDPR.
3. "EU GDPR" means the General Data Protection Regulation (Regulation EU 2016/679).
4. "GDPR" means the EU GDPR and the UK GDPR.
5. "UK GDPR" means the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018).

CONTROLLER-TO-PROCESSOR TERMS

This schedule 1 sets out the controller-to-processor terms applicable to the extent Move AI acts as processor on your behalf. The details of processing are set out in the Annex to this agreement.

You shall be responsible for meeting the transparency requirements imposed by Articles 12 to 14 of the GDPR and, to the extent required, with obtaining all necessary consents required to provide the personal data to Move AI.

Move AI shall:

1. not process personal data other than on your documented instructions, to be taken to be the terms set out in this agreement, unless the processing is required by applicable laws to which Move AI is subject, in which case Move AI shall, to the extent permitted by applicable laws, inform you of that legal requirement before processing the personal data.
2. inform you if it believes your instructions to be in violation of Data Protection Laws.
3. take reasonable steps to ensure that any employee, agent or contractor of Move AI who may have access to the personal data are subject to a duty of confidentiality or are bound by appropriate statutory obligations of confidentiality.
4. taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk.
5. advise you if it receives any requests from data subject rights and shall reasonably endeavour to assist you with responding to any such requests, taking into account the nature of the processing and information available to Move AI.
6. notify you upon becoming aware of a personal data breach and shall reasonably endeavour to assist you with meeting any obligations to report or inform data subjects or relevant supervisory authorities.
7. provide you with reasonable assistance with meeting your obligations under Articles 32 to 36 of the GDPR, in each case taking into account the nature of the processing and information available to Move AI.
8. upon termination of this agreement, delete copies of the personal data we process as your processor. Move AI may retain personal data to the extent required by applicable laws.
9. provide you with reports on reasonable request to allow you to audit Move AI's compliance with this schedule 1 at your sole cost and expense.

You consent to Move AI engaging the subprocessors identified in [http://move.ai/terms-of-use]. In the event that Move AI wishes to add or replace a subprocessor, Move AI shall notify you in advance. You may object to such addition or replacement within five (5) days of receipt of the notice where you reasonably believe that the addition or replacement may cause you or Move AI to be in breach of Data Protection Laws. If no objection is received by Move AI within five (5) days of your receipt of the notice, then you shall be deemed to have consented to the addition or replacement. If you do object to Move AI appointing or replacing a subprocessor, the parties shall negotiate in good faith to find a suitable solution. If a solution acceptable to you and Move AI has not been reached within 14 days then either you or we may terminate this agreement immediately on written notice without liability to the other.

Move AI shall ensure that it has written terms in place with each of its subprocessors and that these terms include terms which are similar to those set out in this schedule 1. For the avoidance of doubt, Move AI shall remain fully liable for the performance of its subprocessors' obligations.

ANNEX – DETAILS OF MOVE AI'S DATA PROCESSING AS PROCESSOR

Subject-matter, nature, duration and purpose of processing

Move AI processes the Materials provided by you to produce and provide the Output to you. Subject to the terms of this agreement, Move AI will also host your Materials during the term of this agreement. To the extent necessary, Move AI also processes personal data in order to provide the Output to you.

Categories of data subjects

Individuals who appear in the Materials you upload to the App as part of the Materials.

Types of Personal Data

Contact information

Personal data included in the Materials you upload

Personal data included in the Output

Special categories of Personal Data (if appropriate)

Not applicable

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