LSP Terms & Conditions

1. “Confidential Information” has the definition set forth in Section 8.
2. “Service Provider Data” means any data, information or material processed or stored by the Service Provider in the Software by whatever name called.
3. “Feedback” means suggestions, enhancements, feature requests or other feedback provided by the Service Provider or the Service Provider’s users to HashMove with respect to the Software.
4. ”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.
5. ”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 Website Tools (such as Vessel Schedules, Tracking, etc.) whichever so applicable based on the Order Form, and Application Programming Interfaces (“API”) on any media and in any format and includes backups, patches, service packs, updates, extensions, or permitted merged copies.
6. “Update” means a release or version of Software containing functional enhancements, extensions, error corrections or fixes that is generally made available free of charge by HashMove.
7. “Usage Data” means diagnostic and usage related content from the operation of the Software and may include, but is not limited to, type of browser and systems that are used and/or accessed, licensing, system and service performance data. Usage Data does not, however, include Service Provider Data, except in aggregated and de-identified form.
8. “Users” means all end users of the Software licensed or made available to the Service Provider under this Agreement including the Service Provider’s personnel, all of whom shall be deemed to have assented to the instant Terms of Use for their access to and use of the Software or the functionalities made available to them.

• By assenting to this Agreement, the Service Provider has agreed to make use of the Software, Related Materials. The Service Provider in its capacity as a ‘Logistics Service Provider’ i.e. LSP shall undertake a license depending on the modules that they wish to make use of, so that they are able to digitize their provision of services which may include any one or more of the following i.e. specific freight, transport, clearing or forwarding freight solution, warehousing, distribution or on account of their provision of their specific freight, transport, clearing, forwarding freight solution by air, ground or sea or services ancillary and related thereof.
• For the purposes of application and enrollment on the Software, the Service Provider shall be required to take such actions and submit such documents and information as is required by HashMove as detailed on enrollment/application interface/page of the Software and to comply with the guidelines in respect of the manner in which to become a Service Provider as may be provided to the Service Provider by HashMove.
• The Service Provider undertakes and warrants that all the information required to be provided by them for the purposes of enrollment as Service Provider on the Software is true and correct in all material and non-material respects and they assume the corresponding legal liabilities for the information provided in accordance with the laws, and with the Agreement. The Service Provider understands and agrees that HashMove may require the Service Provider to provide additional registration information to verify their identity. In the event that the Service Provider is found not to have complied with the above-mentioned requirements, HashMove shall be entitled to suspend or cancel the enrollment or access of the Service Provider of the Software and take necessary legal and other equitable actions against the Service Provider.
• After going through and successfully completing the enrollment process and becoming a Service Provide whether for the purposes of independent provision of their specific freight, transport, clearing or forwarding freight solution, warehousing, distribution or on account of their provision of their specific freight, transport, clearing, forwarding freight solution warehousing or distribution in a closed loop part of the Software restricted to a particular customer, HashMove shall provide the Service Provider with a unique username and password to access the specific portal on the Software and take any and all actions necessary to complete the enrollment process. Post the provision of a unique username and password to the Service Provider by HashMove, the Service Provider shall be deemed to have commenced its relationship with HashMove and this Agreement shall come into effect immediately.
• The Service Provider shall be responsible for detailing the scope, nature and rates in respect of their provision of freight and related solutions and for identifying, where applicable, whether such services relate to specific freight, transport, clearing or forwarding freight solution, warehousing, distribution or on account of their provision of their specific freight, transport, clearing, forwarding freight solution by air, ground or sea. The Service Provider shall also be responsible for maintaining up to date information pertaining to their business on the Software such as, but not limited to, address and bank account number. HashMove is not responsible for any liability arising from incorrect information supplied by the Service Provider both in respect of the liabilities or actions taken by the customer or federal and provincial authorities.
• The Service Provider shall be solely responsible for the safety and security of its password and shall not disclose its password to any third party. The Service Provider is solely responsible for any use of or action taken under the password and shall fully indemnify HashMove from any damages or injury resulting from any unauthorized use of its password.
• Any correspondence or communication received through the Service Provider and/or appointed email address shall be presumed to originate from and have been made with the approval of the Service Provider and HashMove shall be entitled to rely on such correspondence or communication.
• The Service Provider understands that the customers shall make use of the Software to optimize their logistic and freight solutions and to have a better visibility of its operations.
• The Service Provider also understands that unless they have been made part of a customer’s closed loop, as part of their use of the Software and Related Materials the customer may either make use of the logistic, freight or related service providers already available and on-boarded to be part of the Software or to proceed to have such logistic, freight or related service providers on boarded as the customer deems fit, as such HashMove neither assures, represents nor shall be liable in any which way for any failure of the Service Provider to provide services to customers.
• The Service Provider also understands that the Software has been created by HashMove to allow for the digitization of the end to end logistic and freight solutions for customers. The Service Provider and the services that they provide are integral but only a part of the overall functionality of the Software and as such the Service Provider shall be obligated to ensure that they take necessary steps to integrate their services with the Software in such mode and manner as HashMove deems fit, such that the Software is able to connect with the Service Provider’s existing enterprise logistics platform through APIs. Provided that the costs for such integration shall be borne by the Service Provider.

Use of the Software requires one or more compatible devices, internet access, and may require obtaining updates or upgrades from time to time. Because use of the Software involves hardware, software, and internet access, the Service Provider and its Users’ ability to access and use the Software may be affected by the performance of these factors. High speed Internet access is recommended. Service Provider acknowledges and agrees that such system requirements, which may be changed from time to time, are the Service Provider and where applicable the User’s responsibility and are to be procured at their own cost.

• License Fees. The Service Provider shall pay the license fees as specified in the Order Form (“License Fees”). Except as otherwise specified herein, (i) License Fees are quoted and payable in the currency applicable in the jurisdiction of the Service Provider’s operations (ii) License Fees are based on subscription fees, additional features or any additional fees as indicated (iii) License Fees payment obligations are non-cancellable, and License Fees paid are non-refundable. License Fee shall be payable by the Service Provider to HashMove on an annual basis.
• Collection. The Service Provider shall be obligated to arrange for, communicate and arrange for necessary mechanism for collection of monies for the services so rendered by them to the customers. HashMove shall not in any which way be responsible for or liable to provide a collection mechanism or to act as a collection arm.
  
  Without prejudice to the above, where HashMove is required to collect payment from the customer on behalf of the Service Provider. Such payment shall strictly be collected by HashMove in its capacity as a collecting agent and such monies so collected shall be passed on to the Service Provider by HashMove at such intervals as HashMove deems it. It is clarified that HashMove is neither responsible for nor obligated to make payment to the Service Provider and any monies so handed over to the Service Provider by HashMove shall strictly be on behalf of and subject to collection from the customer. It is also agreed that any and all tax incidence in respect of such collection which HashMove is subject to or obligated to undertake shall be charged by HashMove from the Service Provider and shall be reimbursed to HashMove by the Service Provider. Such reimbursement of taxes shall be deemed to form part of the License Fee and the mechanism for payment of the License Fee and the consequences of non-payment of the License Fee shall also be applicable to such reimbursements.
• Use of Software. HashMove will provide access to the Software to the Service Provider and the Service Provider’s authorized Users. The Service Provider and its Users shall use the Software only in accordance with the Related Materials and any authorized user policies promulgated by HashMove from time to time.
• International Use. HashMove operates the Software in various jurisdictions. If the Service Provider chooses to access the Software and provide their respective services from locations outside those jurisdictions, the Service Provider consents to the collection, transmission, use, storage and processing of content and data (including their personal information) in such jurisdictions. The Service Provider also agrees to comply with and shall be solely responsible for ensuring compliance with all local laws, regulations, and rules in the jurisdiction in which it resides or access the Software from, if and to the extent local laws are applicable to use of the Software. If the User of the Software is under the age of 13, the Service Provider confirms that such User has received parental consent, if required in the jurisdiction, to open an account for Software and enter into and abide by this Agreement. Unless HashMove has entered into a separate, mutually executed written agreement with the Service Provider that says otherwise, HashMove does not represent that the Software is appropriate or available for use in jurisdictions outside the jurisdictions of HashMove’s operation for which the Order Form was executed. The right to access and use the Software is not granted in jurisdictions, if any, where it may be prohibited, or where it use would render HashMove in violation of any applicable laws or regulations, including without limitation, applicable privacy laws.
• Use Restrictions. In addition to all other terms and conditions of this Agreement, the Service Provider shall not:
  
  a. use the Software in any manner other than in conjunction with the agreed upon services and hosting framework;
  b. remove any copyright, trademark or other proprietary notices from the Software;
  c. make any copies of the Software;
  d. rent, lease, license, sublicense or distribute the Software or any portions of it on a standalone basis or as part of the Service Provider’s application or independent enterprise logistics platform;
  e. modify or enhance the Software;
  f. reverse engineer, decompile or disassemble the Software;
  g. use the Software to post, publish or transmit any text, graphics, or material that invades another’s privacy or is false or misleading or is likely to infringe the copyright of others or promote bigotry, racism, hatred or harm against any individual or group;
  h. attempt to probe, scan, or test the vulnerability of any system or network;
  i. use the Software for transmitting viruses, worms, or malicious content; and
  j. create a load on HashMove’s servers and other resources by using the Software for the purpose of transmitting files between computers.
  
  WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED AND HASHMOVE RESERVES THE RIGHT TO TAKE RELEVANT ACTION WHICH MAY INCLUDE BUT SHALL NOT BE LIMITED TO SEEKING PERMANENT INJUNCTIONS AGAINST YOU TO PROTECT ITS RIGHTS AND INTERESTS.
• Data. Service Provider is solely responsible for entering its Service Provider Data (including personally identifiable information) into the Software. HashMove will have the right to use the Service Provider Data for the sole purpose of providing the Software to Service Provider and the customers and to perform its obligations under this Agreement, including to prevent or address support, service or technical problems. Service Provider shall not upload any Service Provider Data into the Software without sufficient rights to do so. Without limiting the foregoing, Service Provider, and not HashMove will be responsible for entering into any licenses from third parties who may have intellectual property rights in the Service Provider Data that may be necessary to use the Service Provider Data in connection with the Software, and Service Provider shall ensure that its use of the Service Provider Data complies with any non-disclosure obligations of the Service Provider, and any applicable privacy policies or laws. In the course of providing the Service Provider 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 about the Software. Service Provider is solely responsible for (a) the accuracy, integrity, and legality of Service Provider Data and the means by which it acquires and uses such Service Provider Data, (b) determining the suitability of the Software for Service Provider’s business, and (c) complying with any regulations and laws, (including, without limitation, import, export, data protection and privacy laws) applicable to Service Provider Data and Service Provider’s use of the Software. HashMove will have the right to use such data in any manner, subject only to the confidentiality obligations of Section 8.
• Proprietary Rights. Except for the rights expressly granted in this Agreement, HashMove reserves all right, title and interest in and to the Software and Related Materials, including all intellectual property rights therein.

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 legal@hashmove.com. All 3rd Party Components’ license terms work in conjunction with this Agreement and together are complete statements of your rights and restrictions with respect to the Software.

• Support. In exchange for the payment of the License Fees as so set forth in the Order Form (effective after the expiration of the warranty period in section 5), HashMove shall make available to the Service Provider 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 Service Provider will not include services requested as a result of, or with respect to, the following:
  
  a. improper installation by Service Provider or use of the Software that deviates from any operating procedures established by HashMove in the applicable Related Materials;
  b. 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
  c. Service Provider’s use of software or technology of any party other than HashMove that is not approved by HashMove in connection with the Software.
  
  Service Provider’s Obligations
• Service Provider shall provide HashMove with access to Service Provider’s personnel during normal business hours to assist with Support and Maintenance.
• Service Provider shall use reasonable efforts to provide supervision, control and management of the use of the Software.
• Service Provider shall document and promptly report all errors or malfunctions of the Software to HashMove. Service Provider shall 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.
• Service Provider shall properly train its personnel in the use and application of the Software.
• Service Provider shall use reasonable efforts to implement procedures for the protection of information.
• Service Provider shall be responsible for compliance by the Users of the Software and by the persons claiming, or making use of the information and services flowing from such Software and Related Materials of the terms of this Agreement with respect to their use of the Software and the Related Materials. Any failure by the said Users to strictly abide by the terms of the Agreement shall be deemed to be a breach by the Service Provider of their obligations under this Agreement and shall be actionable by HashMove as such.

• Indemnification by HashMove. HashMove shall, at its expense, defend, indemnify and hold harmless Service Provider and its affiliates, directors, agents, and users against any claim, action or allegation brought against Service Proivder that the Software infringes any intellectual property right of any third party and shall pay any damages or judgments awarded or settlements entered into. Service Provider 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 Service Provider may not settle or compromise such claim, action or allegation, except with prior written consent of HashMove. Service Provider shall give such assistance and information as HashMove may reasonably require to settle or oppose such claims. Service Provider may participate in such defense with counsel of its own choice, at its own expense.
• Indemnification by Service Provider. Subject to HashMove’s obligations under Section 6.1, Service Provider shall, at its expense, defend, indemnify and hold harmless HashMove and its affiliates, directors, agents, and users, against any third party claims, actions and demands brought against HashMove or HashMove’s affiliates, directors, agents, and users. Service Provider shall pay all damages, if any, finally awarded against HashMove indemnified parties or agreed upon in settlement by Service Provider (including other reasonable out-of-pocket costs incurred by HashMove, including reasonable attorneys’ fees, in connection with enforcing this Section 6.2) arising from: (i) Service Provider’s breach or violation of Service Provider’s responsibilities under Sections 2.2, or 4, (ii) claims that Service Provider Data or use thereof in the Software infringes or violates the rights of a third party, or (iii) claims that Service Provider’s or its affiliates, directors, agents, and Users use of the Software or services in violation of this Agreement infringes or violates the rights of such third party.
• Options. In the event any such infringement, claim, action or allegation is brought or threatened accusing the Software, HashMove shall, at its sole option and expense:
  
  a. procure for Service Proivder the right to continue use of the Software or infringing part thereof;
  b. modify or amend the Software or infringing part thereof, or replace the Software or infringing part thereof with other software having substantially the same or better capabilities, or, if neither of the foregoing is commercially practicable; or
  c. terminate this Agreement and repay to Service Provider the initial Software license fee, reduced on a pro-rated basis by 20% for each year since delivery, 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 6 will not apply to the extent the infringement arises as a result of modifications to the Software made by any party other than HashMove or HashMove’s authorized representative.
• Limitation. This Section 6 states the entire liability of HashMove with respect to infringement of any patent, copyright, trade secret or other proprietary right.

• HashMove itself does not offer any logistic services or related services and the scope of the services provided by HashMove shall be as expressly set out in the Order Form, nor does it necessarily endorse or in any manner warrant the quality or fitness for purpose of any services procured using or through HashMove. When you offer logistics and related services through HashMove, you are contracting with the relevant customer, rather than with HashMove. HashMove is not a party to any such contract and in no event will HashMove be liable for any claims arising from the fulfillment of the logistics services or related services. The Buyer and Seller of logistics services on HashMove’s Software agree not to hold HashMove accountable for any direct damages or consequential damages arising from the fulfillment logistics services.
  ‍
  Direct Damages
• EXCEPT FOR HASHMOVE’S INDEMNIFICATION OBLIGATIONS AS STATED ABOVE, IN NO EVENT WILL HASHMOVE’S AGGREGATE LIABILITY, ON ALL CLAIMS OF ANY KIND, EXCEED THE AMOUNT INITIALLY PAID BY SERVICE PROVIDER FOR THE LICENSE TO USE THE SOFTWARE OR THE LICENSE FEES PAID FOR THE PRECEDING SIX MONTHS, WHICHEVER IS LOWER.
  
  Limitation on Consequential Damages
• IN NO EVENT WILL HASHMOVE BE LIABLE TO THE SERVICE PROVIDER 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, ON ALL CLAIMS OF ANY KIND, EXCEED THE AMOUNT INITIALLY PAID BY SERVICE PROVIDER FOR THIS LICENSE.

• Definition. “Confidential Information” means all Software listings, Related Materials, 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 some similar designation. 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 with a need to know.
• 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.

All ownership, rights, title and interest in and to any and all intellectual property of the Software and all data collected or stored, except Service Provider Data, in connection with the same together with any derivatives of the same, whenever, wherever, or by whomever developed, created, discovered or acquired (“IP Material”) are, shall be and will remain as between the Service Provider and HashMove, owned solely and exclusively by HashMove. Nothing in this Agreement or any Schedule or Order Form will be deemed to assign, convey, transfer, or grant any right, title, interest, ownership, license, or claim of any kind in, to, or under any IP Material or derivations i.e. derivative work, improvement, modification, enhancement, customization, adaptation, or derivative of any kind of or to, from, or based on the original property, right, or item of any IP Material, either in whole or in part, to Service Provider, any User of the Service Provider, Service Provider personnel, or any third party. Any derivation of IP Material, regardless of medium, created, discovered, or developed by HashMove and/or Service Provider or any User of the Service Provider or Service Provider personnel, or any third party, or any other Intellectual Property i.e. all ideas, processes, methods, concepts, systems, procedures, and inventions (whether patentable or not), works, software, computer programs, source code, object code, user interfaces, user experiences, mask works, trade secrets, know-how, data, databases, and confidential, proprietary, and other information, and other forms of intellectual property using, utilizing, based on, with reference to, or in connection with any IP Material, including, without limitation, any contribution by Service Provider or User or Service Provider personnel to any derivation of any IP Material, and all Intellectual Property Rights in and to them, will not be considered “works for hire,” but rather will be deemed to be IP Material and owned solely and exclusively by HashMove. To the extent that any such derivation or other Intellectual Property including or constituting any IP Material may nonetheless be considered a work for hire for Service Provider, User or any Service Provider personnel under applicable law, or to the extent that Service Provider, User or any Service Provider personnel otherwise has or acquires any ownership, right, title, interest, license, or claim in, to, or under any IP Material under applicable law, Service Provider agrees that HashMove shall solely own such derivation or Intellectual Property, and Service Provider hereby assigns, transfers, and conveys, and shall cause all Users and Service Provider personnel to assign, transfer, and convey, all such ownership, rights, title, interest, license, and claim in, to, or under any IP Material to HashMove, automatically and effective immediately upon the creation, discovery, or development, without the necessity of any consideration to the Service Provider, User or Service Provider’s personnel. Except as expressly provided in this Agreement, Service Provider will not have any ownership in or license to any such rights. If Service Provider is deemed to have any ownership interest or rights in all or any part of the foregoing, then the Service Provider shall assign all of those interests and rights to HashMove irrevocably. HashMove may use any information, data or the Service Provider Data to create, develop, or modify the Software, Related Materials or any other concept, brand, software code, product, or feature (“Improvements”), and HashMove will own any Improvement and any intellectual property rights in any Improvement perpetually. If Service Provider is deemed to have any ownership interest or rights in an Improvement, Service Provider shall assign all of those interests and rights to HashMove irrevocably. For the purposes of this Agreement, such Improvements shall be deemed to form an integral part of the IP Material.

If you use the Software in conjunction with applications developed by you or third parties, you agree that HashMove is not responsible for those applications and is not liable for any loss or damage resulting from the use of such third-party applications. You must 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 to HashMove’s or its 3rd Party Component licensors’ intellectual property; or (c) grant, or purport to grant, any immunities under this Agreement.

In the event that the Service Provider either on its own accord or through the User breaches any of the provisions of this Agreement, the Service Provider shall be liable to pay to HashMove a contractual penalty irrespective of fault, per breach, the amount of which shall be determined by HashMove according to its reasonable discretion. The Parties agree that the amount of the contractual penalty determined according to reasonable discretion may not exceed USD 5,000 per breach. Any further claims for damages shall remain unaffected by this contractual penalty. Provided further that this clause shall be exercised by HashMove without prejudice to any and all other rights and remedies provided to it under this Agreement.

The Service Provider acknowledges and understands that the export or re-export of certain goods or technical data from Canada, the United States, or the Service Provider’s applicable jurisdiction may be controlled by export control laws. The Software may be subject to such export restrictions. To the extent that it is, the Software may not be shipped, transferred, licensed, exported, or re-exported into any country or used in any manner prohibited by any applicable export laws, restrictions, or regulations. The Service Provider is responsible for obtaining any and all appropriate permissions prior to exporting or re-exporting products incorporating, encompassing, or relying upon the Software.

• Term. This Agreement will be valid for two (2) years from the Effective Date or for such other period as provided for in the Order Form 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, except where the contrary has been provided for in the Order Form. Either Party may terminate this Agreement at any time after two (2) years from the Effective Date upon 90 days prior written notice.
• Suspension Events. HashMove may, without requiring written notice to Service Provider, immediately suspend the access and usage of Software if any of the following events (“Suspension Events”) occur:
  
  a. Service Provider fails to pay invoice amount due to HashMove within ten (10) days from when the invoice has been issued to the Service Provider by email or by online account update or by mail;
  b. Service Provider’s usage of the Software is not in accordance with the accepted Software usage framework;
  c. Service Provider’s usage of the Software is outside the allowed limits and features restricted by (a) the Software edition that the Service Provider has license for, or (b) the terms in the Commercial Contract, MOU or any other document which has been agreed to and signed by both parties;
  d. Service Provider is in material breach of any non-monetary term, condition or provision of this Agreement; or
  e. Service Provider’s dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination.
  
  The Service Provider hereby consents to such suspension and shall be estopped from impugning the same before any forum, court or authority.
• Termination by Service Provider. Service Provider may terminate this Agreement upon the material breach of this Agreement by HashMove, provided that such breach, if capable of being resolved, is not resolved within 30 days after HashMove’s receipt of written notice of such breach.
• Termination Events. HashMove may, by written notice to Service Provider, terminate this Agreement if any of the following events (“Termination Events”) occur:
  
  a. Service Provider fails to pay any invoice amount due to HashMove within 30 days after HashMove gives Service Provider written notice of such nonpayment;
  b. Service Provider is in material breach of any non-monetary term, condition or provision of this Agreement, which if capable of being resolved, is not resolved within 30 days after HashMove gives Service Provider written notice of such breach; or
  c. Service Provider (a) terminates or suspends its business, (b) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or (c) becomes subject to direct control of a trustee, receiver or similar authority, or (d) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes;
• Early Termination Fee. In the event that the Service Provider terminates the Agreement before the end of the Term, the Service Provider will pay HashMove an early termination fee equivalent to the total forecasted recurring HashMove revenue, if any, for the remaining months in the term. This payment shall be made within ten (10) days of the early termination date.
• Upon the expiration or termination of this Agreement, each Party shall, as soon as reasonably practicable return to the other any personal property or Confidential Information (defined below) of the other Party then currently in its possession and remit any outstanding License Fees due. The Client shall immediately cease all use of the Service and promptly return or purge any and all components thereof, including returning or destroying or causing to be destroyed any and all copies of any documentation, notes and other materials comprising or regarding the Service.
• Return of The Client’s Data. Upon written request by the Service Provider made within thirty (30) days after the effective date of termination or expiration of this Agreement or the license to use the Software of the Service, whichever is earlier, HashMove will make available to the Service Provider for download a file of the Service Provider’s Data in a standard format along with source and target files in their native format. After such 30-day period, HashMove shall have no obligation to maintain or provide any of the Service Provider’s Data and shall thereafter, unless legally prohibited, delete all of the Service Provider’s Data in the Service, except if a contrary intention has been provided for in the foregoing part of this Agreement, in which case HashMove shall have the right to use the Service Provider Data in such mode and manner as permitted in the foregoing part of this Agreement. The Service Provider shall have the option to pay a reasonable, mutually agreed monthly fee to use HashMove’s storage and infrastructure services to store order data after termination or expiration of this Agreement or the license to use the Software of the Service, whichever is earlier. This option shall be available to the Service Provider for a limited period that may not exceed three (3) years from aforesaid date. During this period the Service Provider shall have only read only access to the Service Provider Data and the Service Provider shall make all reasonable efforts to back up the Service Provider Data to an alternate location. Upon completion of the three (3) year period HashMove reserves the right to delete the Service Provider Data from its facilities after serving a thirty (30) day notice to the Service Provider.

The Software and the Related Materials are controlled and operated by HashMove. All content on the Software is protected by copyrights which are owned and controlled by HashMove or by other parties that have licensed their materials to HashMove.

You acknowledge that HashMove has the right, but no obligation, to monitor all activity relating to the Software. HashMove may disclose any information necessary to operate the Software, to protect HashMove, third parties, HashMove’s customers, and to comply with legal obligations or governmental requests. HashMove reserves the right, in its sole and absolute discretion, to monitor and edit postings and registrations, remove them, and cause them not to be registered, posted, published, uploaded or distributed at any time and for any reason or no reason. HashMove reserves the right to change the Software at any time at its sole discretion without notice to users. HashMove may deny access to the Software to anyone at any time for any reason whatsoever.

Access to the Software is password-protected, as such you agree to keep your password confidential and to send notice to HashMove immediately if your password is compromised. You acknowledge that the Internet is a network of computers worldwide, and that information is routed via third party computers to and from HashMove, and that HashMove is not responsible for lapses in online security and does not assume liability for improper use of your information by a third party.

The Software may contain links to other web sites. Such linked sites are not under HashMove’s control, and HashMove is not responsible for and does not endorse the content of linked sites. You will need to use your independent judgment regarding your interaction with such linked sites.

Any failure or delay by HashMove in enforcing any right or remedy under this Agreement shall not be a waiver of any term or condition of this Agreement nor any subsequent breach thereof.

This Agreement, 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.

This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which, when taken together, shall constitute one instrument.

This Agreement, 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 provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and 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 their permitted assigns at the address for such Party first written above.

This Agreement contains the entire agreement and understanding between the Parties, relating to commercials, superseding all prior contemporaneous communications, representations, agreements, and understandings, oral or written, between the Parties with respect to the subject matter hereof.