MOOVINME BUSINESS TERMS OF SERVICE

These Moovinme Business Terms of Service (the “Agreement”) are entered into between Moovinme, Inc., an Indiana corporation (“Moovinme”), and the individual, company, or other legal entity accepting this Agreement (“Customer”), and govern Customer’s acquisition and use of Moovinme Business and related services. This Agreement applies whether Customer purchases through Moovinme’s online self-service purchasing process or through a Sales Order executed with Moovinme.

BY CREATING OR USING A MOOVINME BUSINESS ACCOUNT, PURCHASING PLAN CREDITS, CLICKING A BOX OR BUTTON INDICATING ACCEPTANCE, OR EXECUTING A SALES ORDER THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT. IF AN INDIVIDUAL ACCEPTS THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THAT INDIVIDUAL REPRESENTS THAT HE OR SHE HAS AUTHORITY TO BIND THAT ENTITY. IF THE INDIVIDUAL DOES NOT HAVE THAT AUTHORITY, THE INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT ON THE ENTITY’S BEHALF.

1. DEFINITIONS

1.1 “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

1.2 “Authorized User” means an individual whom Customer authorizes to access or use the Service under Customer’s account, including an individual Business user provisioned under a Sales Order.

1.3 “Business Privacy Policy” means Moovinme’s then-current privacy policy applicable to Moovinme Business, as made available by Moovinme.

1.4 “Confidential Information” has the meaning set forth in Section 8.

1.5 “Customer” means the individual, company, or other legal entity that accepts this Agreement or enters into an Order governed by this Agreement. When an individual purchases and uses Moovinme Business for the individual’s own business purposes, that individual is the Customer.

1.6 “Customer Data” means electronic data or information submitted to the Service by or on behalf of Customer or its Authorized Users, including Recipient contact information, but excluding Recipient Plan Data and Usage Data.

1.7 “Electronic Order” means a purchase of Plan Credits or other Service completed through Moovinme’s online self-service purchasing process.

1.8 “Order” means either an Electronic Order or a Sales Order.

1.9 “Plan Credit” means a purchased entitlement that permits Customer, subject to this Agreement and the applicable Order, to send one eligible Recipient an invitation to redeem access to a Moovinme consumer move-preparation plan. A Plan Credit is not cash, stored value, or a gift card and has no cash value except as expressly required by law.

1.10 “Recipient” means an individual to whom Customer or an Authorized User sends a Moovinme invitation or gift through the Service.

1.11 “Recipient Plan Data” means information a Recipient provides directly to Moovinme in connection with the Recipient’s consumer account, onboarding, personalized move-preparation plan, tasks, household, availability, responsibilities, progress, or other use of the Moovinme consumer service after redemption. Recipient Plan Data is not Customer Data.

1.12 “Sales Order” means a written ordering document executed by Moovinme and Customer that identifies Service, pricing, quantities, payment terms, term, deployment scope, support, or other commercial terms. Each Sales Order is incorporated into this Agreement.

1.13 “Service” means Moovinme Business, including the online application, related websites and functionality through which Customer may acquire, administer, and send Plan Credits, together with any related services identified in an Order.

1.14 “Service Fees” means the fees payable by Customer under an Order.

2. SCOPE OF AGREEMENT AND ORDERS

2.1 One Agreement; Two Purchasing Methods. This Agreement governs both Electronic Orders and Sales Orders. An Electronic Order becomes binding when Customer completes the applicable online purchase. A Sales Order becomes binding when executed by the parties.

2.2 Provision of Service. Subject to Customer’s compliance with this Agreement and payment of applicable Service Fees, Moovinme will make the Service available in accordance with the applicable Order. Customer’s purchase is not contingent on delivery of future functionality or features.

2.3 Sales Orders. A Sales Order may contain terms specific to an organizational, team, enterprise, partnership, distribution, or other commercial relationship. If a Sales Order expressly states that a provision of the Sales Order overrides a provision of this Agreement, the Sales Order will control solely with respect to that conflict and that Sales Order. Otherwise, this Agreement controls.

2.4 Affiliates. An Affiliate may use the Service under Customer’s account only to the extent permitted by the applicable Order. An Affiliate that separately purchases Service or executes its own Sales Order is a separate Customer under this Agreement unless the applicable Sales Order expressly provides otherwise.

2.5 Product Changes. Moovinme may modify, enhance, update, or discontinue features of the Service from time to time, including user interfaces and workflows, provided that Moovinme will not materially reduce the core functionality purchased under a then-current Sales Order during its stated service term without providing a commercially reasonable substitute or remedy. This Section does not obligate Moovinme to maintain any particular feature, design, integration, or functionality not expressly identified in a Sales Order.

3. PLAN CREDITS AND RECIPIENT REDEMPTION

3.1 Permitted Use. Customer may use Plan Credits to provide Moovinme consumer plans to eligible Recipients for legitimate business purposes consistent with this Agreement. Unless an Order expressly permits otherwise, Plan Credits may not be resold, exchanged for cash, or transferred outside Customer’s account.

3.2 One Recipient Per Plan Credit. Each Plan Credit may be used to send one eligible Recipient an invitation to redeem one Moovinme consumer plan, subject to the redemption and expiration rules presented in the Service or applicable Order.

3.3 Redemption Window. A Recipient generally has thirty (30) days after an invitation is sent to redeem it, unless the Service or applicable Order states a different redemption period. If the Recipient does not redeem within the applicable redemption window, the invitation expires and the associated Plan Credit will be returned to Customer’s available inventory only if that Plan Credit has not itself expired and remains otherwise valid.

3.4 Plan Credit Expiration. Plan Credits are subject to the expiration date or validity period presented at purchase, displayed in the Service, or stated in the applicable Order. An expired Plan Credit cannot be used or restored except as expressly required by law or agreed by Moovinme in writing. Expiration of a Recipient invitation does not extend the underlying Plan Credit’s validity period.

3.5 Redeemed Plans. Once a Recipient validly redeems an invitation, the associated Plan Credit is consumed and will not be returned to Customer’s inventory. The Recipient’s subsequent consumer use of Moovinme is governed by the Moovinme Consumer Terms of Service and Consumer Privacy Policy applicable to the Recipient, not by Customer’s rights under this Agreement.

3.6 Recipient Independence and Privacy. Customer’s purchase or provision of a Plan Credit does not give Customer or its Authorized Users a right to access the Recipient’s personalized plan, Recipient Plan Data, task details, household information, availability, responsibilities, or move-preparation progress. Customer may view only the Business-side invitation, redemption, expiration, inventory, and other lifecycle or administrative information that Moovinme makes available through the Service.

3.7 Effect of Customer Termination on Recipients. Unless required by law, necessary for security or abuse prevention, or otherwise provided in the applicable consumer terms, termination or deactivation of Customer’s Business account will not terminate a Recipient’s consumer plan after valid redemption.

4. AUTHORIZED USERS AND ACCOUNT ADMINISTRATION

4.1 Authorized Users. Customer is responsible for identifying its Authorized Users and for all use of the Service under Customer’s account. Customer will ensure that Authorized Users comply with this Agreement. Customer is responsible for promptly removing or requesting removal of access for individuals who are no longer authorized to use the Service.

4.2 Account Security. Customer and its Authorized Users must safeguard account credentials, may not share credentials except as expressly permitted by Moovinme, and must promptly notify Moovinme at support@moovinme.com of known or suspected unauthorized access or use.

4.3 Administrators. If the Service permits Customer to designate administrators, Customer is responsible for its administrators’ actions, including user provisioning, permissions, and account configuration.

4.4 Customer Information. Customer will maintain accurate and current account, billing, and contact information.

5. CUSTOMER RESPONSIBILITIES AND ACCEPTABLE USE

5.1 Customer Data. Customer is responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data and for obtaining all rights necessary for Moovinme to process Customer Data as contemplated by this Agreement.

5.2 Recipient Information and Communications. Before providing a Recipient’s name, email address, or other personal information to Moovinme, Customer represents and warrants that it has all permissions, consents, authorizations, or other lawful bases required to provide that information to Moovinme and to instruct Moovinme to send communications reasonably necessary to deliver and administer the invitation and Service. Customer will not use the Service to send invitations that are unlawful, deceptive, abusive, harassing, or unrelated to a legitimate business relationship or purpose.

5.3 Compliance with Law. Customer will use the Service in compliance with applicable laws and regulations, including laws applicable to Customer’s marketing, communications, privacy, and business practices.

5.4 Prohibited Conduct. Customer and its Authorized Users will not: (a) license, sublicense, sell, resell, rent, lease, transfer, distribute, time-share, or commercially exploit the Service except as expressly permitted by this Agreement or an Order; (b) use the Service to transmit unlawful, infringing, fraudulent, threatening, abusive, defamatory, obscene, or otherwise tortious material; (c) upload or transmit malicious code; (d) interfere with or disrupt the integrity, security, or performance of the Service; (e) attempt unauthorized access to the Service or related systems or networks; (f) circumvent usage, entitlement, security, or access controls; (g) reverse engineer the Service except to the limited extent such restriction is prohibited by applicable law; or (h) use the Service to build or assist in building a competitive product or service by copying Moovinme’s protected features, functions, workflows, content, or technology.

5.5 Suspension. Moovinme may suspend access to the Service when reasonably necessary to address a security threat, suspected fraud or abuse, unlawful use, material breach of this Agreement, or overdue undisputed amounts. When practicable, Moovinme will provide notice and an opportunity to cure before suspension.

6. FEES, PAYMENT, AND TAXES

6.1 Service Fees. Customer will pay the Service Fees stated in each Order. Except as expressly stated in an Order or required by law, payment obligations are non-cancelable and Service Fees paid are non-refundable.

6.2 Electronic Orders. Service Fees for an Electronic Order are charged at the time of purchase using the payment method selected by Customer. Pricing, quantity, and applicable Plan Credit validity information presented during checkout form part of the Electronic Order.

6.3 Sales Orders. Fees under a Sales Order will be invoiced and paid according to the payment terms stated in that Sales Order. Unless otherwise stated, invoices are payable in U.S. dollars.

6.4 Overdue Amounts. Undisputed amounts not paid when due may accrue a service charge of one and one-half percent (1.5%) per month or the maximum lawful rate, whichever is less. If an undisputed invoiced amount remains unpaid thirty (30) days after its due date, Moovinme may suspend Customer’s access until payment is made. Customer will reimburse reasonable costs of collecting overdue undisputed amounts to the extent permitted by law.

6.5 Taxes. Service Fees do not include applicable sales, use, excise, value-added, withholding, or similar transaction taxes unless expressly stated. Customer is responsible for taxes associated with its purchases, excluding taxes based on Moovinme’s net income, property, or employees. If Moovinme is legally required to collect a tax for which Customer is responsible, Moovinme may charge or invoice that amount unless Customer provides a valid exemption certificate.

6.6 Third-Party Costs. Each party is responsible for amounts owed to third-party vendors or service providers it separately engages.

7. DATA, PRIVACY, AND PROPRIETARY RIGHTS

7.1 Customer Data Ownership. As between Moovinme and Customer, Customer retains its rights in Customer Data. Customer grants Moovinme a non-exclusive, worldwide, royalty-free license to host, reproduce, transmit, process, display, and otherwise use Customer Data only as reasonably necessary to provide, secure, support, and administer the Service and as otherwise permitted by this Agreement and applicable law.

7.2 Privacy. Moovinme’s collection and processing of personal information in connection with Moovinme Business is described in the Business Privacy Policy. Recipient Plan Data is governed by the privacy terms applicable to the Recipient’s consumer relationship with Moovinme. If the parties execute a data processing addendum or other privacy or security addendum, that addendum will apply according to its terms.

7.3 Usage Data. Moovinme may collect and use Usage Data to operate, secure, analyze, support, and improve the Service; develop products and services; understand usage trends; and conduct other lawful internal business activities. Moovinme will not sell Customer Data or Recipient Plan Data as part of the rights granted in this Section.

7.4 Moovinme Intellectual Property. Moovinme and its licensors retain all right, title, and interest in and to the Service, including Moovinme’s software, algorithms, recommendation methods, scheduling methods, workflows, designs, content, documentation, trademarks, and all related intellectual property rights. No rights are granted to Customer except the limited rights expressly stated in this Agreement.

7.5 Feedback and Improvements. Customer may provide suggestions, ideas, or feedback regarding the Service. Moovinme may use such feedback without restriction or obligation to Customer. Moovinme owns all improvements, updates, modifications, and enhancements to the Service developed by or for Moovinme, including those informed by Customer feedback, provided that this does not transfer ownership of Customer Data to Moovinme.

7.6 Publicity and Trademarks. Neither party may issue a press release or public announcement identifying the other party in connection with this Agreement, or use the other party’s name, logo, trademarks, or trade names in public marketing, customer lists, case studies, or similar materials, without the other party’s prior written consent, except as required by law.

8. CONFIDENTIALITY

8.1 Confidential Information. “Confidential Information” means non-public information disclosed by or on behalf of one party (“Disclosing Party”) to the other (“Receiving Party”) that is marked or identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information includes non-public pricing and Sales Order terms, Customer Data, security information, product plans, technology, algorithms, technical information, business processes, and business and marketing plans.

8.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known to the Receiving Party without confidentiality obligation before disclosure; (c) is lawfully received from a third party without confidentiality obligation; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

8.3 Protection and Permitted Use. The Receiving Party will use Confidential Information only to exercise its rights and perform its obligations under this Agreement. It will protect Confidential Information using at least reasonable care and may disclose it only to employees, Affiliates, contractors, professional advisers, financing sources, or potential acquirers who have a need to know and are bound by confidentiality obligations at least as protective as those applicable here.

8.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information when required by law, subpoena, or court order, provided that, to the extent legally permitted, it gives the Disclosing Party prompt notice and reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party seeks to challenge the disclosure.

8.5 Remedies. Unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages are inadequate. The Disclosing Party may seek appropriate injunctive or equitable relief in addition to other available remedies.

8.6 Survival. The obligations in this Section survive for three (3) years after termination or expiration of this Agreement; provided that trade secrets will be protected for so long as they remain trade secrets under applicable law.

9. SERVICE, SUPPORT, AND SECURITY

9.1 Service Standard. Moovinme will use commercially reasonable efforts to operate the Service in material accordance with Moovinme’s applicable published documentation.

9.2 Support. Standard support is available through the support channels Moovinme makes available for Moovinme Business. Dedicated account management, training, implementation services, response-time commitments, or enhanced support apply only if expressly stated in a Sales Order or other written support terms applicable to Customer.

9.3 Availability. Unless a Sales Order expressly incorporates a service level agreement, Moovinme does not provide a contractual uptime guarantee or service credit. Moovinme may perform planned and emergency maintenance and may temporarily restrict Service availability when reasonably necessary for maintenance, security, reliability, or legal compliance.

9.4 Security. Moovinme will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. No internet-based service can be guaranteed to be completely secure or uninterrupted.

10. WARRANTIES AND DISCLAIMERS

10.1 Mutual Authority. Each party represents that it has legal power and authority to enter into this Agreement. An individual accepting this Agreement for an entity represents that the individual has authority to bind that entity.

10.2 Moovinme Authority. Moovinme represents that it owns or otherwise has sufficient rights in the Service to provide Customer the rights expressly granted under this Agreement.

10.3 No Moving Services. Moovinme is a move-preparation technology platform. Moovinme is not a moving company, carrier, transportation provider, packer, contractor, home-services provider, real estate broker, property manager, employer, relocation company, or professional adviser by virtue of providing the Service. Moovinme does not take possession of, transport, pack, store, insure, or physically handle a Recipient’s property.

10.4 Preparation Information. The Service may provide schedules, recommendations, instructions, supply estimates, and other move-preparation information based on information provided by users and Moovinme’s technology. Such information is intended to assist with preparation and organization. Customer acknowledges that actual circumstances vary and that Moovinme does not guarantee that a move will be completed by a particular date, that all tasks or supplies required for a particular move will be identified, or that use of the Service will produce any particular business, financial, operational, referral, conversion, retention, occupancy, productivity, or other outcome.

10.5 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” MOOVINME DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. MOOVINME DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT EVERY DEFECT WILL BE CORRECTED.

11. INDEMNIFICATION

11.1 By Moovinme. Moovinme will defend Customer against a third-party claim alleging that Customer’s authorized use of the Service infringes a United States patent, copyright, or trademark, and will indemnify Customer for damages, costs, and reasonable attorneys’ fees finally awarded against Customer or agreed in a settlement approved by Moovinme. Moovinme has no obligation to the extent a claim arises from: (a) Customer Data; (b) use of the Service in combination with items not provided by Moovinme where the claim would not otherwise have arisen; (c) modification of the Service not made or authorized by Moovinme; (d) Customer’s continued allegedly infringing use after Moovinme provides a reasonable replacement, modification, or instruction to stop; or (e) Customer’s use outside the scope of this Agreement.

11.2 IP Remedies. If the Service becomes, or Moovinme reasonably believes is likely to become, subject to an infringement claim, Moovinme may: (a) obtain the right for Customer to continue using the affected Service; (b) modify or replace the affected Service with materially equivalent functionality; or (c) if neither is commercially reasonable, terminate the affected Service and refund any prepaid fees attributable to the terminated portion for the unused period, if applicable. This Section states Moovinme’s entire obligation and Customer’s exclusive remedy for third-party intellectual property infringement claims.

11.3 By Customer. Customer will defend Moovinme and its Affiliates, officers, directors, and personnel against third-party claims arising from or relating to: (a) Customer Data; (b) Customer’s or an Authorized User’s unlawful or unauthorized use of the Service; (c) Customer’s failure to obtain required rights, permissions, consents, or lawful bases relating to Recipient information or communications; (d) Customer’s marketing, representations, promotions, or business practices relating to its provision of Moovinme to Recipients; or (e) Customer’s gross negligence or willful misconduct. Customer will indemnify Moovinme for damages, costs, and reasonable attorneys’ fees finally awarded or agreed in a settlement approved by Customer.

11.4 Procedure. The indemnified party must promptly notify the indemnifying party of a claim and provide reasonable cooperation at the indemnifying party’s expense. Failure to provide prompt notice relieves the indemnifying party only to the extent materially prejudiced. The indemnifying party controls the defense and settlement, but may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or materially restricts the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld.

12. LIMITATION OF LIABILITY

12.1 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE LESSER OF FIFTY THOUSAND DOLLARS ($50,000) OR THE SERVICE FEES ACTUALLY PAID BY CUSTOMER TO MOOVINME UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Essential Basis. The limitations in this Section apply notwithstanding failure of the essential purpose of any limited remedy and reflect the allocation of risk between the parties.

12.4 Time to Bring Claim. TO THE EXTENT PERMITTED BY LAW, NO CLAIM BY CUSTOMER ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CLAIM ACCRUED.

13. TERM, TERMINATION, AND EFFECT OF TERMINATION

13.1 Agreement Term. This Agreement begins when Customer first accepts it, creates or uses a Moovinme Business account subject to it, completes an Electronic Order subject to it, or executes a Sales Order referencing it, whichever occurs first. It continues until terminated in accordance with this Section.

13.2 Order Terms. An Electronic Order remains subject to this Agreement for so long as Customer retains valid Plan Credits or uses the Service in connection with that Order. A Sales Order continues for the term stated in that Sales Order.

13.3 Termination for Cause. Either party may terminate this Agreement or an affected Sales Order for material breach if the other party fails to cure the breach within thirty (30) days after written notice. Either party may terminate immediately if the other party becomes subject to insolvency, receivership, liquidation, or bankruptcy proceedings that are not dismissed within sixty (60) days.

13.4 Termination by Customer. Customer may stop using the Service at any time, but except where this Agreement, an Order, or applicable law expressly provides otherwise, termination does not entitle Customer to a refund and does not cancel amounts already owed or committed under a Sales Order.

13.5 Termination by Moovinme. Moovinme may terminate a self-service Business account upon reasonable notice, or immediately for fraud, abuse, unlawful conduct, security risk, or material breach. If Moovinme terminates a self-service account for convenience rather than Customer breach, Moovinme will provide a commercially reasonable remedy for then-valid unused Plan Credits, which may include continued limited access, replacement, extension, or refund of the amount paid for those unused Plan Credits.

13.6 Unused Plan Credits. Upon expiration or termination, unused Plan Credits remain subject to their original validity and expiration rules unless an applicable Sales Order expressly provides otherwise. Customer’s termination does not extend, renew, or create a refund right for unused Plan Credits.

13.7 Customer Data After Termination. Following termination or expiration, Moovinme may deactivate Customer’s Business account and delete Customer Data in accordance with its retention practices and applicable law. Moovinme may retain records required for legal, security, fraud-prevention, tax, accounting, dispute-resolution, and compliance purposes. Customer is responsible for exporting any information the Service permits Customer to export before termination.

13.8 Recipient Plans. Termination of this Agreement does not give Customer any right to access or control Recipient Plan Data and, as stated in Section 3.7, does not ordinarily terminate a Recipient’s already-redeemed consumer plan.

13.9 Survival. Sections that by their nature should survive will survive termination or expiration, including Sections 3.5–3.7, 6, 7, 8, 10.3–10.5, 11, 12, 13.6–13.9, and 14.

14. GENERAL PROVISIONS

14.1 Relationship of the Parties. Moovinme and Customer are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, employment, or exclusive relationship between the parties.

14.2 No Third-Party Beneficiaries. Except for persons expressly entitled to indemnification under Section 11, this Agreement creates no third-party beneficiary rights. A Recipient’s rights in the consumer service arise under the applicable Consumer Terms of Service, not as a third-party beneficiary of this Agreement.

14.3 Notices. Legal notices under this Agreement must be in writing. Notices to Moovinme must be sent to legal@moovinme.com and, when physical delivery is required, to Moovinme, Inc., 550 Congressional Blvd., Suite 350, Carmel, Indiana 46032, or to any replacement address Moovinme designates in writing. Notices to Customer may be sent to the email address associated with Customer’s Business account, the contact identified in the applicable Sales Order, or a more recent address Customer has provided. Notices are effective upon confirmed personal delivery, two (2) business days after confirmed mailing, or one (1) business day after transmission by email unless the sender receives a delivery-failure notice.

14.4 Waiver. Failure or delay in exercising a right under this Agreement is not a waiver of that right.

14.5 Severability. If a provision of this Agreement is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.

14.6 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed, except that either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning party’s business or assets to which this Agreement relates, provided the assignee is not a direct competitor of the other party and assumes the assigning party’s obligations. Any prohibited assignment is void.

14.7 Governing Law; Venue; Jury Trial Waiver. This Agreement is governed by the laws of the State of Indiana, without regard to conflict-of-laws principles. The state and federal courts located in Marion County, Indiana have exclusive jurisdiction over disputes arising out of or relating to this Agreement, and each party consents to that jurisdiction and venue. EACH PARTY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN AN ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.8 Force Majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, utility or telecommunications failures, widespread internet outages, cloud or infrastructure provider failures, or similar events, except that force majeure does not excuse Customer’s obligation to pay amounts already due.

14.9 Entire Agreement; Order of Precedence. This Agreement, each applicable Order, and any addendum expressly incorporated by the parties constitute the entire agreement concerning the Service and supersede prior or contemporaneous proposals, representations, and agreements concerning that subject matter. In the event of conflict: (a) an applicable Sales Order controls only to the extent it expressly states that a specific provision overrides this Agreement; (b) otherwise, this Agreement controls; and (c) Customer purchase orders, vendor forms, portals, or other unilateral terms do not modify this Agreement unless expressly accepted in a writing signed by Moovinme.

14.10 Amendments to this Agreement. For self-service use and future Electronic Orders, Moovinme may update this Agreement from time to time by posting a revised version and identifying its effective date. Material changes will apply prospectively and, when required by law, Moovinme will provide notice or obtain renewed acceptance. An update will not retroactively alter a then-current Sales Order unless the Sales Order or a written amendment expressly provides otherwise.

14.11 Counterparts and Electronic Signatures. Sales Orders and amendments may be executed in counterparts and by electronic signature or electronic transmission, each of which is deemed an original and together constitute one instrument. Electronic acceptance of this Agreement and Electronic Orders is effective and binding to the extent permitted by law.

14.12 Headings. Headings are for convenience only and do not affect interpretation.

14.13 Contact. Questions regarding this Agreement may be directed to legal@moovinme.com.