Terms of Service.

These Terms of Service (“Terms”) are a binding agreement between you and Movomint, Inc., a corporation that does business under the name Movo (“Movomint,” “Movo,” “we,” “us,” or “our”). Movomint, Inc. is the legal entity that provides the Service. Movo is the brand and trade name under which the Service is offered.

These Terms govern access to and use of the Movo platform, including our websites, applications, interfaces, and related services (collectively, the “Service”).

By creating an account, accessing the Service, or clicking to accept these Terms, you agree to them. If you do not agree, do not use the Service.

If you use the Service on behalf of a company or other organization (“Customer”), you represent that you have authority to bind that organization, and “you” includes Customer. If you lack that authority, you may not accept these Terms or use the Service for that organization.

If Customer has a separate written agreement with Movomint covering the Service (such as a master services agreement, order form, or data processing agreement), that agreement controls to the extent it conflicts with these Terms. In all cases, the contracting party is Movomint, Inc., even where materials refer to Movo.

The Service is Movomint’s logistics and warehouse operations platform offered under the Movo name. Among other capabilities, it may help Customer manage requests, appointments, yard and dock activity, check-in, coordination across roles, integrations with third-party systems, reporting, and related workflows. Features available to you depend on Customer’s subscription, configuration, and permissions.

We may improve, add, or remove features, provided we do not materially reduce the core functionality of a paid plan during a then-current subscription term without a reasonable alternative or as required by law, security, or third-party dependency.

The Service is a software tool. It does not replace Customer personnel, licensed professionals, or Customer’s responsibility for how its facilities and freight operations are run.

You must be at least 18 years old and capable of forming a binding contract to use the Service. The Service is intended for business use, not for personal or household purposes.

Customer is responsible for (a) the accuracy of account and registration information, (b) maintaining the confidentiality of credentials and access methods, (c) configuring roles and permissions appropriately, and (d) all activity under Customer’s accounts, including activity by employees, contractors, carriers, drivers, and other invitees Customer authorizes (“Users”).

You must notify us promptly at admin@movomint.com if you suspect unauthorized access to an account. We may require multi-factor authentication or other security measures and may suspend access when we reasonably believe an account is compromised or misused.

You may not share login credentials in a way that circumvents seat, role, or security controls, or allow access by anyone Customer has not authorized.

“Customer Data” means data, content, files, messages, documents, configurations, and other materials submitted to or collected through the Service by or for Customer or its Users, including operational records, appointment and order information, emails processed for Customer, and related metadata.

As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Movomint a worldwide, non-exclusive license to host, copy, process, transmit, display, and otherwise use Customer Data solely to provide, maintain, secure, and improve the Service; to prevent or address service, security, or technical issues; and as otherwise directed by Customer or required by law. Movomint may also use de-identified or aggregated information derived from Customer Data that does not identify Customer or any individual, to operate, analyze, and improve the Service.

Customer represents that it has all rights, notices, and consents needed to provide Customer Data to the Service and to permit processing as described in these Terms, including any personal data of drivers, carriers, employees, or other individuals.

We implement administrative, technical, and physical safeguards designed to protect Customer Data. No method of transmission or storage is completely secure, and we cannot guarantee absolute security.

Upon termination of Customer’s paid access, we will make Customer Data available for export for a commercially reasonable period if requested in writing, then delete or de-identify it from active systems in accordance with our retention practices, except for copies retained in backups for a limited period or as required by law.

We process personal information as needed to operate the Service, support Customer, secure our systems, and meet legal obligations. Customer is typically the controller (or equivalent) of personal data in Customer Data; Movomint acts as a processor or service provider as applicable to that data.

Privacy questions may be sent to admin@movomint.com. If we publish a separate Privacy Policy at a URL we designate, it applies to the personal information it covers and forms part of these Terms where stated.

You will not, and will not allow Users to:

• Use the Service in violation of law, regulation, or third-party rights
• Upload or transmit malware, or attempt to probe, scan, or breach the Service or related systems
• Interfere with or disrupt the integrity, performance, or availability of the Service
• Access the Service by any means other than our supported interfaces, or reverse engineer the Service except to the extent such restriction is prohibited by law
• Resell, sublicense, or provide the Service to third parties as a standalone product except as expressly permitted in writing
• Use the Service to build a competing product using non-public aspects of the Service obtained through access
• Misrepresent identity or affiliation, or submit false operational or identity data intended to deceive
• Circumvent usage limits, security controls, or billing mechanisms

We may investigate suspected violations and suspend or terminate access where we reasonably believe these Terms or the security of the Service or other customers are at risk.

The Service may interoperate with third-party systems Customer chooses to connect (for example warehouse management systems, email providers, identity providers, or carriers). Those products are governed by their own terms. Movomint does not control third-party services and is not responsible for their availability, security, or acts or omissions.

By enabling an integration, Customer authorizes us to exchange data with that third party as needed for the integration. Customer is responsible for the credentials, permissions, and configuration it supplies.

The Service may include automation, machine learning, or other AI-assisted features (for example drafting proposals, parsing messages or documents, suggesting actions, or generating summaries). Outputs can be incomplete, incorrect, or inappropriate for a given situation.

Customer and its Users remain solely responsible for reviewing outputs before relying on them, for deciding whether to approve or execute any suggested action, and for all operational, commercial, and legal consequences of those decisions. Unless Movomint has agreed in a separate written instrument to automatic execution without human review for a specific workflow, Customer must ensure appropriate human oversight for actions that affect freight, facilities, customers, or third parties.

Customer is solely responsible for its warehouse, yard, dock, transportation, and related operations, including compliance with applicable safety, employment, transportation, customs, and facility rules; decisions about appointments, doors, trailers, labor, and exceptions; and communications with carriers, drivers, customers, and other third parties.

The Service may display schedules, statuses, recommendations, or records based on Customer Data and integrations. Customer must not treat the Service as an infallible source of physical truth. Delays, detention, demurrage, missed appointments, inventory issues, safety incidents, and similar outcomes remain Customer’s operational risk, except to the extent caused by Movomint’s willful misconduct or as expressly agreed in a separate written SLA.

Movomint and its licensors own the Service, including software, interfaces, designs, documentation, trademarks and trade names (including Movomint and Movo), and all related intellectual property. These Terms do not transfer ownership of the Service to Customer.

Subject to these Terms and Customer’s subscription, Movomint grants Customer a limited, non-exclusive, non-transferable (except as permitted in Section 19), non-sublicensable right for Customer and its Users to access and use the Service during the subscription term for Customer’s internal business operations.

Customer will not remove proprietary notices from the Service or materials we provide.

If you provide ideas, suggestions, or feedback about the Service, you grant Movomint a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback without restriction or obligation to you, provided we do not identify you as the source in a way that discloses Customer Confidential Information.

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, non-public product information, security information, and business terms. Confidential Information does not include information that is or becomes public through no fault of the recipient, was rightfully known before disclosure, is independently developed, or is rightfully received from a third party without duty of confidentiality.

Each party will use the other’s Confidential Information only to perform under these Terms, protect it with reasonable care, and not disclose it to third parties except to personnel and contractors who need to know and are bound by confidentiality obligations at least as protective as these, or as required by law (with notice to the other party if legally permitted).

If Customer purchases a paid subscription or other paid offering, fees, billing cycle, and payment terms are as stated in the applicable order form, checkout flow, or written quote. Unless otherwise stated, fees are due in advance, are non-refundable except as required by law or expressly stated in writing, and exclude taxes. Customer is responsible for applicable taxes other than taxes based on Movomint’s net income.

Late amounts may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. We may suspend access for non-payment after reasonable notice.

Free trials, beta, or evaluation access may be limited, modified, or ended at our discretion.

These Terms apply while you access the Service. Subscription terms renew as stated in the applicable order or account settings unless cancelled in accordance with those terms.

Either party may terminate for material breach if the breach remains uncured 30 days after written notice (or immediately for unpaid fees after notice, or for breach that cannot reasonably be cured).

We may suspend or limit access immediately if necessary to address security risk, legal requirement, suspected fraud, or material violation of these Terms. We will restore access promptly when the issue is resolved, where feasible.

Upon termination, your right to use the Service ends. Sections that by their nature should survive (including Customer Data ownership and licenses needed for wind-down, intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, and general terms) will survive.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOVOMINT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Without limiting the foregoing, we do not warrant that the Service will be uninterrupted, error-free, or free of harmful components; that Customer Data will never be lost or corrupted; that integrations will remain available; or that automated or AI-assisted outputs will be accurate, complete, or suitable for any particular operational decision.

Some jurisdictions do not allow certain disclaimers. In those jurisdictions, disclaimers apply to the fullest extent permitted.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOVOMINT AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, EXEMPLARY, OR PUNITIVE DAMAGES; OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY; OR COST OF SUBSTITUTE SERVICES; ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOVOMINT’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO MOVOMINT FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY (OR, IF NO FEES WERE PAID, ONE HUNDRED U.S. DOLLARS).

The limitations in this section allocate risk between the parties and are a fundamental basis of the bargain. They apply even if any limited remedy fails of its essential purpose. They do not limit liability that cannot be limited under applicable law (for example, liability for fraud or willful misconduct where such limitation is prohibited).

Customer will defend, indemnify, and hold harmless Movomint and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) Customer Data; (b) Customer’s or Users’ use of the Service in violation of these Terms or law; (c) Customer’s operations, facilities, or dealings with carriers, drivers, customers, or other third parties; or (d) Customer’s combination of the Service with systems or data not provided by Movomint.

Movomint will defend Customer against third-party claims that the Service, as provided by Movomint and used by Customer in accordance with these Terms, directly infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret, and will pay damages finally awarded (or settled in writing by Movomint). Movomint has no obligation for claims arising from Customer Data, modifications not made by Movomint, combinations with items not provided by Movomint, or use after we notify Customer to stop due to an infringement claim. If infringement risk arises, we may procure the right to continue, modify the Service, or terminate the affected access and refund prepaid fees for the unused portion of the then-current term. This section states Movomint’s entire liability for intellectual property infringement claims.

The indemnified party must provide prompt notice, reasonable cooperation, and sole control of the defense and settlement to the indemnifying party (except that no settlement may impose obligation or admission on the indemnified party without its prior written consent, not to be unreasonably withheld).

We may update these Terms from time to time. We will post the updated Terms on this page and update the “Last updated” date. For material changes, we will provide additional notice reasonably calculated to reach Customer (for example, email to an account owner or an in-product notice) where practicable.

Changes take effect on the stated effective date. Continued use of the Service after the effective date constitutes acceptance. If Customer does not agree to material changes that apply during a fixed paid term, Customer may terminate the affected subscription before the effective date by written notice and receive a pro-rata refund of prepaid fees for the unused remainder of that term.

Governing law. These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws rules. Subject to any mandatory arbitration or venue terms in a separate Customer agreement, the state and federal courts located in Delaware will have exclusive jurisdiction over disputes, and each party consents to personal jurisdiction there.

Notices. Notices to Movomint must be sent to admin@movomint.com (and, for legal process, to any registered agent address we designate). Notices to Customer may be sent to the email addresses associated with Customer’s account owners or administrators.

Assignment. Customer may not assign these Terms without our prior written consent, except to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee is not a direct competitor and assumes these Terms in writing. We may assign these Terms in connection with a corporate reorganization or sale of the business. Any other attempted assignment is void.

Export and sanctions. You will comply with applicable export control and sanctions laws. You may not use the Service if you are prohibited from receiving U.S. software or services under those laws.

Government use. If Customer is a U.S. government entity, the Service is “commercial computer software” and “commercial computer software documentation” developed at private expense, provided with only those rights as are granted to all other customers under these Terms.

Force majeure. Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, utilities or internet failures, or acts of government (excluding payment obligations).

Entire agreement. These Terms, together with any order forms, MSAs, and policies expressly incorporated by reference, are the entire agreement between the parties on the subject matter and supersede prior or contemporaneous agreements on that subject (except a signed MSA or order form that states it controls).

Severability; waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect. Failure to enforce a provision is not a waiver.

Relationship. The parties are independent contractors. These Terms do not create a partnership, joint venture, or employment relationship.

Headings; interpretation. Headings are for convenience only. “Including” means “including without limitation.”

Drivers and other Users may opt in to receive text messages from Movo about an active facility visit, such as dock assignment, load or unload status, and readiness for departure. Opting in is voluntary and is never a condition of entering a facility, of using the Service, or of any purchase.

Consent is given by entering a mobile number and checking the consent box shown at check-in. We record the time consent was given and the disclosure shown at that moment. We send only operational messages related to a visit; we do not send marketing or promotional messages, and we do not sell or share mobile numbers with third parties for their own marketing.

Message frequency varies with facility activity. Message and data rates may apply. Reply STOP to any message to unsubscribe, or HELP for help. Carriers are not liable for delayed or undelivered messages.

Questions about text messages: admin@movomint.com.

Questions about these Terms: admin@movomint.com.