Each of HashMove and the Customer is hereinafter referred to as a “Party”, and, collectively, as the “Parties”.
IF THE CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, THEN THE CUSTOMER
SHOULD NOT SIGN UP, CREATE AN ACCOUNT, DOWNLOAD, INSTALL, ADOPT, INCORPORATE ON ITS WEBSITE, APPLY FOR OR USE
THE SOFTWARE AND RELATED MATERIALS.
Unless otherwise defined in this Agreement, the following words, phrases, or terms shall have the following
Confidential Information” has the meaning set forth in Section 9 of this Agreement.
Customer Data” means any data, information or material processed or stored by the Customer in the Software.
Effective Date” means the date on which the Customer notifies HashMove of its intention to adopts, incorporates
or uses the Enterprise Logistics Marketplace on its website, application or any other platform to enable itself
or its customers to obtain logistics services use the Enterprise Logistics Marketplace.
Enterprise” means any legal entity which adopts, incorporates or uses the Enterprise Logistics Marketplace
on its website, application or any other platform to enable itself or its customers to obtain logistics services.
Enterprise Logistics Marketplace” means the proprietary software technology developed by HashMove which
may be used by Enterprises to enable the Enterprise and/or its customers to obtain logistics services.
Feedback” means suggestions, enhancements, feature requests or other feedback provided by the Customer
or the Customer’s users to HashMove with respect to the Software.
Freight Forwarder” means a company that organizes shipments for individuals or corporations to procure
goods from the manufacturer or producer to a market, customer or final point of distribution.
Payment Notice” means the notice issued on the Enterprise Logistics Marketplace in accordance with Section
Related Materials" means all of the user, reference, operating, training, or related information including
website content supplied by HashMove in printed or electronic form including new, revised, and corrected documents.
Software" means the actual copy of all or any portion of HashMove's proprietary software technology or
service, whether cloud-based or on-premise, including all editions of HashMove’s enterprise digital logistics
platform, HashMove’s Enterprise Logistics Marketplace, HashMove’s website tools (such as vessel schedules,
tracking, etc.), and application programming interfaces on any media and in any format and includes backups,
patches, service packs, updates, extensions, or permitted merged copies.
Update” means a release or version of Software containing functional enhancements, extensions, error corrections
or fixes that are generally made available free of charge to HashMove’s customers.
Usage Data” means diagnostic and usage related content from the operation of the Software and may include,
but is not limited to, type of browsers and systems that are used and/or accessed, licensing, system and service
performance data. Usage Data does not, however, include Customer Data, except in aggregated and de-identified
Users” means all end users of the Software licensed or made available to the Customer under this Agreement.
License and Use of Software
SOFTWARE LICENSE. Subject to the payment of the relevant amounts as provided in Section 3.1, respectively,
HashMove hereby grants to the Customer, a non-exclusive, non-transferable, world-wide license to use the
licensed Software, including documentation and updates to which the Customer is entitled under this Agreement.
Subject to the payment of the relevant amounts as provided in Section
USE OF SOFTWARE. HashMove will provide access to the Software to the Customer and the Customer’s authorized
Users. The Customer shall use the Software only in accordance with this Agreement and any authorized user
policies promulgated by HashMove.
RESTRICTIONS ON USE. In addition to the other terms and conditions of this Agreement, the Customer shall
at: https: //www.hashmove.com/terms-of-use.html and the “Software License Agreement” available at: https://www.hashmove.com/software-license.html
(as may be amended from time to time by HashMove) and, if the Software is hosted on Microsoft Azure, the
Service Level Agreement (SLA) (found at https://azure.microsoft.com/en-us/support/legal/sla/virtual-machines/v1_9/).;
- remove any copyright, trademark or other proprietary notices from the licensed Software;
- make any copies of the Software;
- rent, lease, license, sublicense or distribute the licensed Software or any portion of the same on a standalone
basis or as part of the Customer’s application;
- modify or enhance the licensed Software;
- reverse engineer, decompile or disassemble the licensed Software;
- use the licensed Software to post, publish or transmit any text, graphics, or material that invades another’s
persons privacy or is false or misleading or is likely to infringe the copyright of other persons or that
promotes bigotry, racism, hatred or harm against any individual or group;
- attempt to probe, scan, or test the vulnerability of any system or network;
- use the licensed Software for transmitting viruses, worms, or malicious content; or
- create a load on HashMove’s servers and other resources by using the licensed Software for the purpose of
transmitting files between computers.
DATA. The Customer is solely responsible for entering its Customer Data (including personally identifiable
information) into the Software. HashMove shall have the right to use the Customer Data for the sole purpose
of providing the Software to the Customer and to perform its obligations under this Agreement, including
to prevent or address support, service or technical problems. The Customer shall not upload any Customer
Data into the Software without sufficient rights to do so. Without limiting the foregoing, the Customer,
(and not HashMove) will be responsible for procuring any licenses from third parties who may have intellectual
property rights in the Customer Data and that may be necessary to use the Customer Data in connection with
the Software, and the Customer shall ensure that its use of the Customer Data complies with any non-disclosure
obligations of the Customer, and any applicable privacy policies or laws. In the course of providing the
Customer with access to the Software, HashMove may also collect, use, process and store Usage Data in order
to create and compile anonymized and aggregated statistics regarding the Software. The Customer shall be
solely responsible for (a) the accuracy, integrity, and legality of Customer Data and the means by which
it acquires and uses such Customer Data, (b) determining the suitability of the Software for the Customer’s
business, and (c) complying with any regulations and laws, (including, without limitation, import, export,
data protection and privacy laws) applicable to the Customer Data and the Customer’s use of the Software.
HashMove will have the right to use such data in any manner, subject only to the confidentiality obligations
set out in Section 9.
PROPRIETARY RIGHTS. Except for the rights expressly granted in this Agreement, HashMove reserves all
rights, title and interests in and to the Software and the Related Material including all intellectual property
CORPORATE AUTHORITY. If the Customer purports to act on behalf of a body corporate when accessing or
using the Software and Related Materials, the Customer represents and warrants that the Customer has the
legal capacity, power and authority to bind such body corporate under applicable law and the constitutional
documents of such body corporate and has the capacity to enter into, execute, deliver and perform obligations
under this Agreement.
RIGHT OF USE. This Agreement purports to be a license from HashMove and is not a sale of goods. This
Agreement grants to the Customer, certain limited rights to use HashMove’s proprietary Software and Related
Materials as set out herein. All rights not specifically granted under this Agreement are reserved to HashMove
and may not be utilized or accessed by the Customer.
INCORPORATION BY REFERENCE. This Agreement incorporates by reference herein, HashMove’s standard “Terms
https://hashmove.com/privacy-policy.html and the “Software License Agreement” found at:
The Customer acknowledges that HashMove may provide the Software to the Customer as a cloud-based solution
hosted on Microsoft Azure. In such a case, the Customer shall be bound by the Service Level Agreement (SLA)
BINDING AMENDMENT. HashMove may amend, supplement or update all or part of this Agreement and any amendments,
supplements or updates to this Agreement shall be binding on the Customer, as soon as such amendments, supplemental
or updates are published on HashMove’s website (https://www.hashmove.com/). Therefore, the Customer should
regularly access HashMove’s website to review the terms of the most recent and up-to-date version of this
PAYMENT BY ENTERPRISE FREIGHT FORWARDERS. For the adoption and usage of the Enterprise Logistics
Marketplace, HashMove shall issue a Payment Notice to the Enterprise and/or to the Freight Forwarder on the
Enterprise Logistics Marketplace which shall set out the (i) amount payable by the Enterprise and/or Freight
Forwarder, as applicable, for the use of the Enterprise Logistics Marketplace; (ii) support and maintenance
fees, if applicable, payable by the Enterprise and/or the Freight Forwarder for the support and maintenance
provided by HashMove in accordance with Section 5.1 and (iii) payment modalities in relation thereto including,
inter alia, the billing/account details and timing of the payments. The Customer acknowledges that the
payment amounts and all payment modalities shall be determined by HashMove and may be amended from time to
time, at the absolute discretion of HashMove.
THIRD PARTY COMPONENTS
- The Software may include third party software components ("
3rd Party Components"). Copyright notices and/or licenses for 3rd Party Components may be requested by
contacting HashMove at the following address: email@example.com. All terms of license(s) of 3rd Party Components',
in conjunction with this Agreement are complete statements of the rights and restrictions of the Customer
with respect to the Software.
SUPPORT AND MAINTENANCE
SUPPORT. In exchange for the payment of the support and maintenance fees, set forth in the Payment Notice
(effective after the expiration of the warranty period in section 6), HashMove shall make available to the
Customer, all Software Updates and Related Materials commercially released during the support year. HashMove
reserves the right to charge a fee for certain functional enhancements included in the Updates.
ELIGIBILITY OF SOFTWARE. Support and maintenance to the Customer will not include services requested
as a result of, or with respect to, the following:
- improper installation by the Customer or use of the Software that deviates from any operating procedures
established by HashMove
- modification, alteration or addition or attempted modification, alteration or addition of the Software undertaken
by persons other than HashMove or HashMove’s authorized representatives; or
- the Customer’s use of software or technology of any party other than HashMove that is not approved by HashMove
in connection with the Software.
CUSTOMER’S OBLIGATIONS. The Customer shall:
- provide HashMove with access to the Customer’s personnel during normal business hours to assist with support
and maintenance as provided in Section 5.1;
- use reasonable efforts to provide supervision, control and management of the use of the Software;
- document and promptly report all errors or malfunctions of the Software to HashMove and take all steps necessary
to carry out procedures for the rectification of errors or malfunctions within a reasonable time after
such procedures have been received from HashMove;
- properly train its personnel in the use and application of the Software; and
- use reasonable efforts to implement procedures for the protection of information.
- The Customer acknowledges that the Software is provided to the Customer “as is”. HashMove warrants that the
media upon which the Software and Related Materials are provided will be free from defects in materials and
workmanship, under normal use and service, for a period of ninety (90) days from the date of receipt of such
Software and Related Material. To the maximum extent permitted by applicable law, HashMove makes no other
representations or warranties, express or implied, as to merchantability, use of reasonable skill and care,
or fitness for any particular purpose. Without limiting the generality of the foregoing, Hashmove assumes
no liability for damage to any system on which the Software is installed, for corruption of any data translated
by the Software, or for losses arising in the event third parties are able, for any reason, to use or access
the Software or the Customer’s Data or services without charge.
- The Customer’s exclusive remedy during the warranty period and HashMove’s entire liability under this Agreement
shall be to the extent of: (i) replacing the media containing the Software and Related Materials; or (ii)
refunding the initial Software license fees paid in accordance with Section 3.1 above.
INDEMNIFICATION BY HASHMOVE.
HashMove shall, at its expense, defend, indemnify and hold harmless, the Customer and its affiliates, directors,
agents and Users against any claim, action or allegation brought against the Customer with respect to the
Software which infringes any intellectual property rights of any third party. The Customer shall give prompt
written notice to HashMove of any such claim, action or allegation of infringement and give HashMove the
authority to proceed as contemplated herein. HashMove will have the exclusive right to defend any such claim,
action or allegation and make settlements thereof at its own discretion, and the Customer may not settle
or compromise such claim, action or allegation, except with the prior written consent of HashMove. The Customer
shall give such assistance and information as HashMove may require to settle or oppose such claims.
The Customer may participate in such defense with a counsel of its own choice, at its own expense. For avoidance
of doubt, in no event will HashMove’s aggregate liability, in respect of the indemnification provided herein,
exceed the amount initially paid by the Customer for the use of the Software as provided in Section 3.1
INDEMNIFICATION BY CUSTOMER.
The Customer shall, at its expense, defend, indemnify and hold harmless, HashMove for itself and as trustee
for its officers, affiliates, directors, agents and users (the “
Indemnified Parties”), at all times against any claims, actions, demands, costs, loss and liability
(including reasonable out-of-pocket costs, and attorneys’ fees, in connection with enforcing this Agreement)
incurred, suffered, sustained or required to be paid, directly or indirectly by, or sought to be imposed
upon HashMove or the Indemnified Parties, arising from or as a result of: (i) the Customer’s breach or violation
of its responsibilities under this Agreement, (ii) claims that the Customer Data or use thereof in the Software
infringes or violates the rights of a third party, or (iii) claims that the Customer or its affiliates,
directors, agents, and Users use of the Software or services is in violation of this Agreement or infringes
or violates the rights of such third party.
In the event any claim, action or allegation is brought or threatened in respect of the infringement of the Software, HashMove
shall, at its sole option and expense:
- procure for the Customer the right to continue to use the Software or the infringing part thereof;
- modify or amend the Software or the infringing part thereof, or replace the Software or the infringing part
thereof with other software having substantially the same or better capabilities; or
- terminate this Agreement and repay to the Customer the initial Software license fee paid in accordance with
Section 3.1, reduced on a pro-rated basis by 20% for each year since delivery of the Software, as well
as a pro-rated refund of any pre-paid support fees for the then-current support term.
EXCLUSIONS. HashMove’s obligations under this Section 7 will not apply to the extent the infringement
or any claims, actions or allegations arise as a result of modifications to the Software made by any party
other than HashMove or HashMove’s authorized representative or as a result of the Customer’s breach of this
Agreement and/or arise due to the gross negligence or wilful misconduct of the Customer.
LIMITATION. This Section 7 states the entire liability of HashMove with respect to the infringement of
any patent, copyright, trade secret or other proprietary right.
LIMITATION OF LIABILITY
HashMove’s Software connects prospective customers with Freight Forwarders. HashMove itself does not offer any logistics
services, nor does it necessarily endorse or in any manner warrant the quality or fitness for the purpose
of any services procured using or through HashMove. Accordingly, the Customer acknowledges and affirms that
(i) when its customers buy or sell logistics services through HashMove, they are contracting with the Customer,
rather than with HashMove; (ii) HashMove is not a party to any such contract and in no event shall HashMove
be liable for any claims arising from the fulfillment, provision or performance of the logistics services;
and (iii) it shall not hold HashMove accountable or liable for any direct or consequential damages arising
from the fulfillment, provision or performance of the logistics services. The Customer agrees to indemnify
and hold harmless, HashMove and the Indemnified Parties against any action, claims, demands, costs, loss
and liability (including reasonable out-of-pocket costs, and attorneys’ fees) incurred, suffered, sustained
or required to be paid, directly or indirectly by, or sought to be imposed upon HashMove or the Indemnified
Parties, arising from or as a result of any action, claim or demand brought by any third party in respect
of the logistics services provided to a customer of the Customer.
DIRECT DAMAGES. Except for HashMove’s indemnification obligations stated in this Agreement, in no event
shall Hashmove’s aggregate liability, in respect of any claims, demands, loss, damages, costs, expenses,
exceed the amount initially paid by the Customer for the use of the Software as provided in Section 3.1 above.
LIMITATION ON CONSEQUENTIAL DAMAGES. In no event shall HashMove be liable to the Customer or any third
party for any indirect, special, incidental, punitive, exemplary, or consequential damages, or for loss of
profit, revenue, goodwill, data, business opportunity, or for service interruption, computer damage or system
failure, or for the cost of obtaining substitute services arising out of or in connection with the use or
performance of the Software and Related Materials, whether or not such loss or damage is reasonably foreseeable.
In no event will HashMove’s aggregate liability, in respect of any claims, exceed the amount initially paid
by the Customer for the use of the Software as provided in Section 3.1 above.
DEFINITION. “Confidential Information” means all Software listings, information, data, drawings, benchmark
tests, specifications, trade secrets, object code and machine-readable copies of the Software, source code
relating to the Software, and any information disclosed by either Party to the other Party, either directly
or indirectly, in writing, orally or by inspection of tangible objects that is designated as “Confidential,”
“Proprietary” or similarly designated. Information communicated orally will be considered Confidential Information
if such information is confirmed in writing as being Confidential Information within a reasonable time after
the initial disclosure. Confidential Information may also include information disclosed to a disclosing Party
by third parties. Confidential Information will not, however, include any information which (a) was publicly
known and made generally available in the public domain prior to the time of disclosure by the disclosing
party, (b) becomes publicly known and made generally available after disclosure by the disclosing party to
the receiving party through no action or inaction of the receiving party, (c) is already in the possession
of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s
files and records immediately prior to the time of disclosure, (d) is obtained by the receiving party from
a third party without a breach of such third party’s obligations of confidentiality, (e) is independently
developed by the receiving party without use of or reference to the disclosing party’s Confidential Information,
as shown by documents and other competent evidence in the receiving party’s possession, or (f) is required
by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party
prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting
the information from public disclosure.
NON-USE AND NON-DISCLOSURE. Each Party agrees not to use any Confidential Information of the other Party
for any purpose except to exercise its rights and perform its obligations under this Agreement. Each Party
agrees not to disclose any Confidential Information of the other Party to third parties or to such Party’s
employees, except to those employees of the receiving Party on a need to know basis.
MAINTENANCE OF CONFIDENTIALITY. Each Party agrees that it shall take reasonable measures to protect the
secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party.
Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its
own most highly confidential information and shall ensure that its employees who have access to Confidential
Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the
provisions hereof, prior to any disclosure of Confidential Information to such employees. Neither Party shall
make any copies of the Confidential Information of the other Party unless the same are previously approved
in writing by the other Party. Each Party shall reproduce the other Party’s proprietary rights notices on
any such approved copies, in the same manner in which such notices were set forth in or on the original.
RETURN OF MATERIALS. Upon the termination of this Agreement, each Party shall deliver to the other Party
all of such other Party’s Confidential Information that such Party may have in its possession or control.
OWNERSHIP AND INTELLECTUAL PROPERTY
HashMove owns all right, title and interest in and to the Software and Related Material and warrants that it
has the power to grant the license rights described in this Agreement. HashMove expressly reserves all rights
not granted to the Customer herein, including the right to discontinue or not to release any Software and
to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general
availability or characteristics of the Software. The Software is only licensed and not sold to the Customer
THIRD PARTY APPLICATIONS FOR THE SOFTWARE
If the Customer uses the Software in conjunction with applications developed by it or third parties, the Customer
agrees that HashMove is not responsible for such applications and is not liable for any loss or damage resulting
from the use of such third-party applications.
The Customer shall ensure that any license terms for such third-party applications do not: (a) create, or purport
to create, obligations for HashMove or its 3rd Party Component licensors with respect to the Software; (b)
grant, or purport to grant, any rights of HashMove’s or its 3rd Party Component licensors’ intellectual property;
or (c) grant, or purport to grant, any immunities under this Agreement.
EXPORT CONTROLS AND COMPLIANCE WITH APPLICABLE LAW
The Customer acknowledges and understands that the export or re-export of certain goods or technical data from
Canada, the United States of America, or any other applicable jurisdiction may be controlled by export control
and other applicable laws; accordingly, the Software and Related Material may be subject to such export restrictions
and applicable laws. To the extent that any such restrictions are applicable, the Software and the Related
Material may not be accessed, installed, downloaded, copied, adopted, applied, integrated, incorporated, shipped,
transferred, licensed, exported, or re-exported in any country or used in any manner prohibited by any applicable
export or other laws, restrictions, or regulations. The Customer is responsible for obtaining any and all
appropriate permissions prior to accessing, installing, downloading, copying, adopting, applying, integrating,
incorporating, shipping, transferring, exporting or re-exporting products incorporating, encompassing, or
relying upon the Software and the Related Materials.
TERM AND TERMINATION
TERM. This Agreement will be valid for two (2) years from the Effective Date and shall continue in full
force and effect, unless terminated in accordance with the provisions contained in this Agreement. Thereafter,
this Agreement will automatically renew on a year-to-year basis. Either Party may terminate this Agreement
at any time after two (2) years from the Effective Date upon ninety (90) days prior written notice.
SUSPENSION EVENTS. HashMove may, without providing any written notice to the Customer, immediately suspend
the access and usage of the Software to/by the Customer, if any of the following events occur:
- the Customer fails to pay any amounts payable by it, including in respect of any invoice(s) issued to it,
and due to HashMove within ten (10) days from when the invoice has been issued to the Customer by email
or by online account update or by mail;
- the Customer’s usage of the Software is not in accordance with this Agreement;
- the Customer’s usage of the Software is outside the allowed limits and features restricted by (a) the Software
edition that the Customer has a license for, or (b) the terms of the commercial contract, memorandum of
understanding or any other document which has been agreed to and signed by the Parties;
- the Customer is in material breach of any non-monetary term, condition or provision of this Agreement;
- any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination.
TERMINATION BY CUSTOMER. The Customer may terminate this Agreement upon a material breach of this Agreement by HashMove, provided that such breach, if capable of being resolved or remedied, is not resolved or remedied within thirty (30) days after HashMove’s receipt of written notice of such breach.
TERMINATION BY HASHMOVE. Notwithstanding anything provided herein, HashMove may, terminate this Agreement at any time and for any reason by notifying the Customer of its intention to do so. Upon termination of this Agreement as provided in this Section 13.4, the Parties shall have no further obligations or liabilities hereunder except for those obligations and liabilities that arose prior to such termination.
EARLY TERMINATION FEE. In the event the Customer terminates the Agreement before the end of the term set out in Section 13.1, the Customer will pay HashMove an early termination fee equivalent to the total forecasted recurring revenue of HashMove, if any, for the remaining months in the term of the Agreement. This payment shall be made within ten (10) days of the early termination date.
NO WAIVER / NO IMPLIED WAIVERS
No default by the Customer in the performance of or compliance with any provision of this Agreement shall be waived or discharged except with the express written consent of HashMove. No waiver by HashMove of any default by the Customer in the performance of or compliance with any of the provisions of this Agreement shall operate or be construed as a waiver of any other or further default whether of a like or different character.
Any failure or delay by HashMove in enforcing any right or remedy under this Agreement nor time or other indulgence granted to HashMove shall act as a waiver of such breach or acceptance of any variation or the relinquishment of any such right or any other right hereunder, which shall remain in full force and effect.
The Customer shall not sell, license, or sub-license any of HashMove’s Software and Related Materials without HashMove’s prior written consent, which may be withheld in its sole discretion. The Customer shall not assign or transfer any of its rights or obligations hereunder without the prior written consent of HashMove, except to a successor who owns all or substantially all of the assets of the Customer, provided such successor expressly assumes in writing and confirms to be bound by the terms and conditions of this Agreement. Any such attempted assignment without the written consent of HashMove shall be null and void.
This Agreement shall be governed by the laws of United Kingdom, and any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre.
The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such provision will be deleted from this Agreement or modified so as to make it enforceable and the validity and enforceability of the remainder of the provisions of this Agreement will be unaffected.
All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed duly given, unless otherwise expressly indicated to the contrary in this Agreement: (i) when personally delivered; (ii) upon receipt of email; (iii) three (3) days after having been deposited in the mail, certified or registered, return receipt requested, postage prepaid; or (iv) one (1) business day after having been dispatched by a nationally recognized overnight courier service, addressed to a Party or its permitted assigns at the address for such Party first written above.
SUCCESSORS AND ASSIGNS
This Agreement shall bind and inure to the benefit of the respective successors and assigns of the parties hereto, except that the Customer may not assign, delegate or otherwise transfer all or any part of its rights or obligations under this Agreement without the prior written consent of HashMove as provided in Section 15, and any purported assignment made in violation of the provisions of this Agreement shall be void.
RELATIONSHIP OF THE PARTIES
- This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the Parties or to impose any partnership obligation or liability upon either Party.
- Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, to act on behalf of, or be an agent or representative of, or to otherwise bind, the other Party and neither Party shall hold itself out to any third-party as having such right, power, or authority.