Please review these Terms of Service carefully, since they govern your relationship with Abode, Inc. (“Moved”, “us”, “we”). These Terms of Service, together with any Order Form or Statement of Work,  constitute a legal contract (the “Agreement”) between you and Moved that govern your use of the services, features, content, applications or widgets, as well as website and mobile device applications offered by Moved and related communications (collectively with the Site, the “Services”).

Please note that this Agreement also includes (i) the terms of any Order Form, Statement of Work, or similar agreement you have entered into with Moved (ii) our Privacy Policy (iii) any other additional terms, guidelines or policies conveyed directly to you via the Services and (iv) any modifications to any of the foregoing that we make and publish to the Site. By downloading, accessing, browsing or using any part of the Services, you are agreeing to the terms of this Agreement. If you do not agree to all the terms and conditions of this Agreement, you do not have any right to access or use the Services.




1.1 “Affiliate” means, with respect to a Party, any entity that currently or in the future controls, is controlled by or is under common control with such Party, for so long as such control exists, where “control” means ownership of more than fifty percent (50%) of the outstanding securities representing the right to vote for the election of directors or other managing authority of such Party.


1.5  “Applicable Law” means all laws, rules, regulations and other proclamations having the effect of law anywhere throughout the world that are applicable to any activity carried out or proposed to be carried out by a Party under this Agreement.


1.3 “Authorized Users” means any Customer employee or consultant: (a) who Customer authorizes to access the Moved Platform on its behalf; and (b) who has been supplied access credentials to the Moved Platform.


1.4 “Confidential Information” means any information disclosed, directly or indirectly, by or on behalf of one Party (“Discloser”) to the other Party (“Recipient”) pursuant to this Agreement that: (a) is designated as “confidential,” or in some other manner to indicate its confidential nature; or (b) otherwise should reasonably be expected to be treated in a confidential manner based on the circumstances of its disclosure and the nature of the information itself. Without limiting the foregoing, the Moved IP (defined in Section 2.8) is Moved’s Confidential Information. However, Confidential Information does not include any information which: (i) is or becomes generally known and available to the public through no act or omission of the Recipient; (ii) was already in the Recipient’s possession without a duty of confidentiality owed to the Discloser at the time of the Discloser’s disclosure, as shown by the Recipient’s contemporaneous records; (iii) is lawfully obtained by the Recipient from a third party who has the right to make such disclosure; or (iv) is independently developed by the Recipient without breach of an obligation owed to the Discloser and without any use of or reference to the Discloser’s Confidential Information.


1.5 “Customer Data” means all data about Customer Tenants that Customer collects in the first instance and makes available to Moved through any means.


1.6 “Customer Properties” means the properties developed, acquired and/or managed by or on behalf of Customer at any time during the Term (defined in Section 7.1).


1.7 “Customer Tenants” means any person or entity: (a) whose application to occupy space at any Customer Property is accepted by Customer at any time during the Term; (b) who enters into or otherwise has a contractual agreement with Customer to occupy space at any Customer Property at any time during the Term; or (c) whose contractual agreement with Customer to occupy space at any Customer Property expires or is terminated at any time during the Term to the extent any such person or entity is provided access to the Moved Platform in connection with moving to another location.


1.8 “Maintenance Release” means any update, upgrade, release, or other modification of the Moved Platform that Moved may provide to Customer from time-to-time during the Term, but excluding any New Version.


1.9 “Moved Data” means all data generated or arising from the provision, operation, use, maintenance and/or support of the Moved Platform (including the Transaction Data), and all data, insights and learnings generated, derived or arising therefrom, but in all cases excluding Customer Data.


1.10 “Moved Developed IP” means any and all technology in any form or medium, including software and other works of authorship, data, databases, and collections of data, inventions (whether or not patentable) or discoveries, trade secrets and confidential information, and any processes, know-how or techniques, in each case, that is conceived, developed or reduced to practice in connection with the Professional Services, including all intellectual property rights therein.


1.11 “Moved Documentation” means any documentation that Moved makes available to Customer that describes the features or requirements of the Moved Platform.


1.12 “Moved Materials” means the Moved Platform, Moved Data, Moved Documentation, and Moved Developed IP.”


1.13 “Moved Platform” means Moved’s proprietary web-based platform that is designed to help end-users relocate from one location to another and that includes the standard features set forth in the Statement of Work.


1.14 “New Version” means any new version of the Moved Platform that Moved may from time-to-time introduce and market generally as a distinct licensed product (as may be indicated by Moved’s designation of a new version number), and which Moved may make available to Customer at an additional cost under a separate written agreement.


1.15 “Professional Services” means the development services to be performed by or on behalf of Moved identified in any Statement of Work.


1.16 “Statement of Work” means a successively numbered written statement of work executed by the Parties.


1.17 “Support and Service Levels” means the technical support and service level commitments with respect to the Moved Platform set forth in Section 3.3.


1.18 “Transaction Data” means the data the Moved Platform automatically records electronically that specifically identifies discrete activities that Customer Tenants undertake or complete on the Moved Platform (including any transactions with third party vendors or service providers) and that is made available to Customer.


1.19 License from Moved. Moved hereby grants to Customer during the Term a non-exclusive, non-transferable (except under Section 12.4), non-sublicensable and worldwide license to: (a) allow Customer Tenants to access and use the Moved Platform solely to provide such Customer Tenants with access to the products and services available on the Moved Platform; and (b) allow its Authorized Users to: (i)access and use the Moved Platform and Moved Documentation as necessary to exercise the rights set forth in the foregoing clause (a) and to improve Customer Tenant experiences in connection with Customer Properties; and (ii) use, reproduce and modify Transaction Data solely for Customer’s internal business purposes as necessary to provide its products and services to Customer Tenants and to improve Customer Tenant experiences in connection with Customer Properties.


1.20 License from Customer. Customer hereby grants to Moved a non-exclusive, perpetual, irrevocable, non-transferable (except under Section 12.4), royalty-free and worldwide license to use, reproduce and modify the Customer Data for Moved’s internal business purposes as necessary to provide and improve the Moved Materials and Moved’s technology, products and services (which includes the right to use such data to support or facilitate any sale or commercialization of products or services to Customer Tenants on the Moved Platform in transactions initiated at the direction of such Customer Tenant). The foregoing rights are sublicensable by Moved to any party that Moved engages to conduct any aspect of its business on its behalf subject to Moved being responsible for ensuring all such sublicensees comply with this Agreement.


1.21 Authorized Users. Customer is solely responsible for: (a) identifying and authenticating all Authorized Users; (b) approving access by such Authorized Users to the Moved Materials; (c) protecting against unauthorized access by Authorized Users; (d) maintaining the confidentiality of usernames, passwords and account information for Authorized Users; and (e) all activities that occur under Authorized Users’ usernames, passwords or accounts.


1.22 Restrictions. Customer may not, directly or indirectly, and may not authorize any third party (including any Authorized User) to: (a) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, structure, ideas, algorithms, or associated know-how of, the Moved Materials, or reconstruct, or discover, any hidden or non-public elements of the Moved Materials (except to the extent expressly permitted by Applicable Law notwithstanding this restriction); (b) copy, translate, adapt, or modify the Moved Materials except as expressly permitted in Section 2.1(b)(ii); (c) write or develop any program based upon the Moved Materials, or, to the fullest extent permitted by Applicable Law, otherwise use any portion of the Moved Materials in any manner for the purpose of developing, distributing or making accessible products or services that compete with any portion of the Moved Materials; (d) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in the Moved Materials; (e) use any portion of the Moved Materials for any purpose other than as expressly authorized in this Agreement; (f) permit any portion of the Moved Materials to be used by any persons other than Authorized Users and Customer Tenants, in each case, as expressly permitted in this Agreement; (g) alter or remove any trademarks or proprietary notices contained in or on the Moved Materials; (h) circumvent or otherwise interfere with any authentication or security measures of the Moved Platform, or otherwise interfere with or disrupt the integrity or performance thereof; or (i) use any portion of the Moved Materials in violation of any Applicable Laws or any third party rights.


1.23 Protection Against Unauthorized Use. Customer is responsible for all activity associated with any use of the Moved Materials (whether authorized or unauthorized) by or on behalf of Customer. Customer will use commercially reasonable efforts to prevent any unauthorized use of the same and immediately notify Moved in writing of any unauthorized use that comes to Moved’s attention. If there is any such unauthorized use, Customer will take all steps necessary to terminate the unauthorized use. Customer will reasonably cooperate and assist with any actions taken by Moved to prevent or terminate unauthorized use of the same.


1.24 Suspension. Moved may, in its reasonable discretion, suspend access to the Moved Materials if Moved believes that: (a) Customer is in breach of this Agreement; (b) use of the Moved Materials as contemplated in this Agreement poses a material security risk; (c) Customer’s use of the Moved Materials violates, misappropriates, or infringes the rights of Moved or a third party; (d) there is a bug or performance issue with the Moved Materials that adversely affects Moved’s servers or other systems, Customer’s use of the Moved Materials otherwise imposes unexpected or excessive demands on the same; or (e) Applicable Law prohibits Moved from performing any of its obligations under this Agreement.


1.25 Feedback. Customer may elect to provide to Moved ideas, suggestions, or feedback related to any aspect of the Moved IP (“Feedback”). Such Feedback will be non-confidential, and Customer hereby grants to Moved a non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), royalty-free, and worldwide license to implement, use, modify, or otherwise exploit, in any way, the Feedback.


1.26 Ownership. As between the Parties: (a) subject to the license that Moved grants to Customer in Section 2.1, Moved owns and retains all rights, title and interest in and to the Moved Materials and Moved Marks, including all technology, software, algorithms, user interfaces, trade secrets, inventions, works of authorship and other technology in any form pertaining to or underlying the Moved Platform (collectively, “Moved IP”); and (b) Customer solely owns and retains all rights, title and interest in and to the Customer Data, subject to the rights granted to Moved in Section 2.2.


1.27 Reservation of Rights. All rights that a Party does not expressly grant to the other in this Agreement are hereby reserved and neither Party grants to the other any implied rights or licenses under any theory.




2.1 Delivery. Moved will deliver the Transaction Data in real-time through a dashboard feature that Moved will make available to Customer (“Dashboard”). Once released to Customer, the Dashboard will be subject to the terms and conditions of this Agreement and be considered part of the “Moved Platform” that is accessible only to Authorized Users and licensed under Section Customer will deliver, or cause to be delivered, the Customer Data to Moved, on any schedule agreed by the Parties (but in any event no less than once per thirty (30) consecutive day period during the Term), and through any reasonable method(s) agreed upon by the Parties.


2.2 Professional Services. Moved will use commercially reasonable efforts to perform all Professional Services. Any Moved Developed IP specifically identified as a deliverable to be licensed to Customer in a Statement of Work and incorporated into the Moved Platform is licensed to Customer in Section 2.1 solely as and to the extent the same is so incorporated into the Moved Platform. Statements of Work do not become legally binding until executed by both Project Managers (defined in Section 12.2). Statements of Work will run for the term stated therein. The Project Managers must agree in writing to any changes to Statements of Work.


2.3 Support and Service Levels. Moved agrees to: (a) provide commercially reasonable technical support to Customer, by email or telephone, during Moved’s normal business hours of 9 a.m. to 5 p.m. ET, excluding U.S. national holidays and days when banks in the U.S. are closed; (b) use commercially reasonable efforts to: (i) respond to support requests in a timely manner; (ii) resolve such requests by providing updates and/or workarounds to Customer, consistent with Moved’s assigned severity level to the issues identified in such requests and their impact on Customer’s business operations, in Moved’s reasonable discretion; and (iii) schedule downtime for routine maintenance of the Moved Platform between the hours of 12 a.m. and 5 a.m. ET (“Scheduled Downtime”); and (c) make the Moved Platform available to Customer at least 99% of the time measured on a rolling 6-month basis, excluding downtime for any of the following: (1) access to or use of the Moved Materials by Customer or any end-user acting on Customer’s behalf that does not comply with this Agreement; (2) Customer Failure; (3) Force Majeure (defined in Section 12.5); (4) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Moved pursuant to this Agreement; (5) Scheduled Downtime; or (6) suspension of access to the Moved Materials pursuant to Section 2.6.


2.4 Updates. Moved will provide Customer with all Maintenance Releases that Moved may, in its sole discretion, make generally available to its licensees at no additional charge. All Maintenance Releases provided by Moved to Customer are deemed part of the Moved Platform and within the license in Section 2.1. Customer does not have any right hereunder to receive any New Versions of the Moved Platform that Moved may, in its sole discretion, release from time-to-time from Customer Data, including any viruses, Trojan horses, worms or other programming routines in Customer Data that could limit or harm the functionality of a computer or that could damage, intercept or expropriate data.




3.1 Customer Systems; Customer Data. Notwithstanding anything to the contrary in this Agreement, Customer: (a) has and will retain sole control over the security of, operation, maintenance, management of, and all access to and use of, the Customer Systems, and Customer is solely responsible for obtaining all internet connectivity necessary to access and use the Moved Platform at all times during the Term; and (b) is solely responsible for any security vulnerabilities and the consequences of such vulnerabilities arising from Customer Data, including any viruses, Trojan horses, worms or other programming routines in Customer Data that could limit or harm the functionality of a computer or that could damage, intercept or expropriate data.


3.2 Failure or Delay. Moved is not responsible or liable for any delay or failure of performance arising from Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement, including any unavailability, errors, defects or other issues in connection with the Customer Systems or Customer Data (each, an “Customer Failure”).


3.3 No Warranties. Customer will not make or publish any representations, warranties, guarantees, or commitments on behalf of Moved concerning any matter whatsoever.




4.1 Fees and Payment Terms. Customer will pay Moved the fees in accordance with the payment terms set forth in Statement of Work.


4.2 Taxes. Moved’s posted prices exclude all banking fees, taxes, levies, duties or other like amounts that may be assessed by taxing authorities or any other governmental entity arising as a result of the provision of Services by Moved to the Customer under this Agreement. Any such taxes or other charges may be added to Customer’s total charges and will be payable by Customer. In the event Customer is required to withhold any portion of the Services fees due to payments to banks or taxing authorities, (i) Customer agrees to do so and to indemnify Moved for any liability resulting from Customer’s failure to make (or accurately make) such withholdings, and (ii) Moved reserves the right to adjust the pricing of the Services so that Customer is responsible for payment to Moved of the full amount of the Services, net of any such withholdings.




5.1 Platform Branding.


a. Moved will brand the end-user-facing portion of the Moved Platform with Marks (defined below) of both Moved and Customer in accordance with any specifications regarding the same as agreed upon by the Parties in writing. Moved also may include “Powered by Moved” in the Moved Platform in a size, location and style to be agreed upon by the Parties.


b. Each Party hereby grants to the other (the granting Party, the “Licensor,” and the receiving Party, the “Licensee”) during the Term a non-exclusive, irrevocable (subject to Licensor’s rights to terminate this Agreement), non-transferable (except under Section 12.4), royalty-free and worldwide right to use the trademarks and logos that Licensor specifically identifies in writing (“Marks”) in furtherance of the co-branding efforts referenced in the preceding sentence and advertising and promoting this arrangement, subject to Licensor’s then-current quality control and usage guidelines that Licensor may provide to Licensee from time-to-time. Licensee may sublicense and authorize sublicenses of the foregoing rights as necessary to perform its obligations under this Agreement. Any breach of this Agreement by any such sublicensee will be deemed a breach by Licensee. Any goodwill in the Marks resulting from Licensee’s use of the Marks inures solely to the benefit of Licensor and will not create any right, title, or interest for Licensee in the Marks, and Licensee hereby assigns to Licensor all of its rights in and to the Marks. All rights that a Party does not grant under this Section 6.1 are hereby reserved and neither Party grants to the other any implied rights in or to any Marks under any theory.


5.2 Platform Access. Moved is responsible for notifying Customer Tenants about the Moved Platform and inviting them to access and use the Moved Platform. Customer will not technically or otherwise block or prohibit any such notifications to Customer Tenants except to the extent necessary to comply with Applicable Law.


5.3 Platform Transactions. Moved may sell products and services to Customer Tenants on the Moved platform and Customer is not entitled to any fees from any sales of products or services by Moved on the Moved Platform.




6.1 Term. This Agreement will start on the Effective Date of the Statement of Work and, unless terminated earlier in accordance with this Agreement, will continue for a period of twelve (12) months (“Initial Term”). Thereafter, this Agreement automatically will renew for successive one (1) year periods (each, a “Renewal Term,” and collectively with the Initial Term, the “Term”) unless either Party provides the other with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Renewal Term.


6.2 Termination. Either Party may terminate the Agreement and/or any Statement of Work at any time during the Term upon written notice to the other Party if the other Party materially breaches the Agreement or the applicable Statement of Work and fails to cure that breach within thirty (30) days of receiving written notice of the breach from the other Party. Any termination of one Statement of Work will not affect any other Statement of Work then in effect.


6.3 Effect of Termination. Upon the effective date of expiration or termination of this Agreement for any reason: (a) all outstanding Statements of Work will automatically terminate; (b) all outstanding payment obligations of a Party promptly will become due and payable; (c) each Party will destroy all tangible embodiments of the other Party’s Confidential Information within its possession or control and confirm in writing the same has been completed upon written request; and (d) the following Sections, and any defined terms and provisions required to interpret or enforce those Sections (but only to the extent required for such interpretation or enforcement), will survive the termination or expiration of this Agreement: 2.2, 2.4, 2.5, 2.7, 2.8, 2.9, 4, 6.1(b), 7.3, 8, 9, 10, 11 and 12.



Recipient will use the same efforts to protect Discloser’s Confidential Information from loss or alteration, and unauthorized access, use or disclosure, that it uses to protect its own confidential information of similar sensitivity, but in no event will such efforts be less than reasonable efforts. Recipient may only use Discloser’s Confidential Information to perform its obligations and exercise its rights under this Agreement. Recipient will not disclose or provide access to Discloser’s Confidential Information to any third party except: (a) for disclosures to Recipient’s: (i) employees, consultants or permitted subcontractors with a need to know such information to perform its obligations under the Agreement; or (ii) professional advisors, or potential investors or acquirers or their respective professional advisors (each in (i) and (ii), a “Permitted Recipient”); and (b) Recipient may disclose Discloser’s Confidential Information if it is compelled by Applicable Law to do so; provided that Recipient gives Discloser prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Discloser’s cost, if Discloser wishes to contest the disclosure. Recipient will promptly inform Discloser in writing of any actual or suspected loss or alteration of, or unauthorized access to, use or disclosure of, Confidential Information. Recipient will be liable for any breach of this Agreement by its Permitted Recipients.




Each Party represents and warrants to the other Party: (a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its corporate organization; (b) it has the full corporate right, power, and authority to enter into and perform its obligations in this Agreement; and (c) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms. Each Party further represents, warrants and covenants to the other Party that during the Term it will comply with all Applicable Laws in the performance of its obligations and the exercise of its rights under this Agreement.




9.1 By Moved. Moved will: (a) defend, or at its option settle, any claim brought against Customer by a third party to the extent it alleges that Customer’s use as authorized in this Agreement of the Moved Materials constitutes a direct infringement or misappropriation of any copyrights, trade secret rights or trademark rights of any third party (each, an “Infringement Claim”); and (b) pay any damages awarded in a final judgment or amounts agreed in a monetary settlement in any such Infringement Claim defended by Moved; provided that Customer provides Moved: (i) prompt written notice of; (ii) sole control over the defense and settlement of; and (iii) all information and assistance reasonably requested by Moved in connection with the defense or settlement of, any such Infringement Claim. If any such Infringement Claim is brought or threatened, Moved may, at its sole option and expense: (1) procure for Customer the right to continue to use the Moved Materials; (2) modify the applicable portion of the Moved Materials to make it non-infringing; (3) replace the affected portion of the Moved Materials with non-infringing technology having substantially similar capabilities; or (4) if none of the foregoing is commercially practicable, terminate the Agreement. Notwithstanding the foregoing in this Section 10.1, Moved will have no liability to Customer: (I) for any use of the Moved Materials in combination with software, data, products or services not provided by Moved, to the extent that the Moved Materials would not be infringing but for such combination; (II) for Customer’s failure to use the Moved Materials in accordance with this Agreement; or (III) for any claims that fall within the scope of Section 10.2.


9.2 By Customer. Customer will defend or, at its option, settle, any claim brought against Moved by a third party alleging that the use by or on behalf of Moved of the Customer Data in accordance with this Agreement infringes or misappropriates any third party’s rights or violates any Applicable Laws; provided, that Moved provides Customer with: (a) prompt written notice of; (b) sole control over the defense and settlement of; and (c) all information and assistance reasonably requested by Customer in connection with the defense or settlement of, any such claim. Customer will pay all damages finally awarded against Moved or the amount of any settlement Customer enters into with respect to such claim defended by Customer. Moved may appear in connection with such claims, at its own expense, through counsel reasonably acceptable to Customer.


9.3 Disclaimer. The indemnity rights above in this Section 10 set forth a Party’s sole remedy, and the other Party’s sole liability, for any claims falling within the scope of those Sections.












11.1 Interpretation. Unless a clear contrary intention appears: (a) any term defined in the singular includes the plural when required by the applicable context; (b) all references in this Agreement to “Sections” are intended to refer to Sections in this Agreement; (c) the headings in this Agreement are for convenience of reference only, will not be deemed to be a part of this Agreement, and will not be referred to in connection with the interpretation of this Agreement; and (d) uses of “including” mean “including, without limitation.” Any ambiguity in this Agreement will be interpreted without regard to which Party drafted this Agreement or any part thereof.


11.2 Project Managers. Each Party will, throughout the Term, maintain a project manager to serve as such Party’s primary point of contact for day-to-day communications, consultation and decision-making regarding this Agreement (each, a “Project Manager”). Each Project Manager will be responsible for providing all day-to-day consents and approvals on behalf of such Party under this Agreement. Each Party will use commercially reasonable efforts to maintain the same Project Manager in place throughout the Term. If either Party’s Project Manager ceases to be employed by such Party or such Party otherwise wishes to replace its Project Manager, then such Party will promptly name a new Project Manager by written notice to the other Party.


11.3 Changes. Moved may make changes or updates to the Moved IP during the Term, including to reflect changes in technology, industry practices and patterns of system use; however any such changes will not result in a material reduction in the level of performance or availability of the Moved IP provided to Customer during the Term.


11.4 Assignment. Neither Party may assign this Agreement or any of its rights under this Agreement without the prior written consent of the other Party, except that Moved may assign this Agreement without the consent of Customer as part of a corporate reorganization, to any Moved Affiliate, or upon a change of control, consolidation, merger, sale of all or substantially all of its business or assets related to this Agreement, or a similar transaction or series of transactions. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.


11.5 Force Majeure. Neither Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including pandemic, an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure or degradation of the Internet (each, a “Force Majeure”). The delayed Party must give the other Party notice of such Force Majeure and use commercially reasonable efforts to correct such failure or delay in performance.


11.6 Governing Law. If there is any dispute between the Parties arising out of this Agreement (each, a “Dispute”), then authorized representatives of each Party will negotiate in good faith to resolve the Dispute. If such representatives cannot resolve the Dispute after no less than thirty (30) days of good faith negotiations, then either Party may pursue all available remedies exclusively in courts of competent jurisdiction in New York County, New York, and each Party waives all rights to challenge such venue on any theory. This Agreement will be governed by the laws of the State of New York, excluding its conflicts of laws principles.


11.7 Publicity. Moved may use Customer’s name as a reference for marketing or promotional purposes on Moved’s website and in other communications with existing or potential Moved customers, investors or acquirers, subject to any written trademark policies Customer may provide Moved in writing, with reasonable advanced notice. Neither Party will issue any press release or publish any publicly available statements or documentation describing the activities taking place under this Agreement without the other Party’s prior written consent, not to be unreasonably withheld.


11.8 Entire Agreement; Order of Precedence. All Order Forms or Statements of Work are governed into this Agreement. In the event of a conflict between the terms of this Agreement and any Order Form or Statement of Work, the terms in this Agreement will prevail unless the Order Form or Statement of Work expressly states otherwise. This Agreement, including all Order Forms or Statements of Work, is the sole agreement of the Parties concerning the subject matter hereof, and supersedes all prior or contemporaneous agreements and understandings with respect to said subject matter. No terms of any purchase order, acknowledgement, or other form provided by Customer will modify this Agreement, regardless of any failure of Moved to object to such terms.


11.9 Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.


11.10 Waivers; Amendments. All waivers of rights arising under this Agreement must be made in writing by the Party waiving rights, and all amendments to this Agreement must be made in writing and signed by authorized representatives of both Parties.


11.11 Notices. Any notice required or permitted under this Agreement will be effective if it is: (a) in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate Party at the address set forth above and with the appropriate postage affixed; or (b) sent via electronic mail to the applicable person set forth in the Order Form or Statement of Work. Either Party may change its address for receipt of notice by notice to the other Party in accordance with this Section. Notices are deemed given two (2) business days following the date of mailing, one (1) business day following delivery to a courier, and/or on the same day an electronic mail is sent to the recipient. Notwithstanding the foregoing in this Section 12.11, any notices threatening litigation or alleging breach of this Agreement must be sent under method (a) in this Section.


11.12 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party will have authority to contract for or bind the other Party in any manner whatsoever.


11.13 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, then: (a) it will be severed from this Agreement; (b) the court of competent jurisdiction will replace the severed provision with another provision that most closely reflects the Parties’ original intent to the fullest extent permitted by law; and (c) this Agreement will remain in full force and effect.


11.14 Counterparts. The Agreement may be signed in counterparts, each of which will be deemed an original, and all of which together will constitute a single agreement