DEED OF INDEMNIFICATION
This Deed of Indemnification for Movius Interactive Corporation (“Movius”), hereinafter referred to as the “Deed” is a legal agreement or contract between you (a single entity) and Movius and you expressly agree that this Deed governs your use of the Movius Consumer Messaging Connector Add-on Service described by the commercial name “Movius,” which may include associated software components, media, printed materials and “online” or electronic documentation (“Subscription Service”). By installing, copying or otherwise using the Subscription Service, you agree to be bound by the terms of this Deed. If you do not agree to the terms of this Deed, you should not install or use the Subscription Service.
RECITALS
You wish to purchase from Movius, through its resellers, such Subscription Service for use by your End Users and not for purposes of resale, sublicense or distribution to others.
As a pre-condition for your purchase and the reseller’s provisioning of such Subscription Service, Movius requires you to agree to be bound by this Deed.
1. DEFINITIONS
“Business Purposes” means your use as a part of your normal and ongoing business operations to support yourself and your End Users.
“End Users” means your employees or contractors whom you have authorized (and activated by either yourself or the reseller) to access and use the Subscription Service.
“Mobile App” means the Movius MultiLine mobile application which provides the means for End Users to access and use the Subscription Service and which is available for download by End Users via either the Apple store or the Android store, with each End User agreeing to an end user license agreement when the End User downloads the Mobile App.
“Subscription Service” means the Movius Consumer Messaging Connector Add-on Service which allows users of the MultiLine Subscription Services send and receive messages to their End Users’ messaging apps (WhatsApp) directly from within the MultiLine Mobile App.
2. INDEMNIFICATION OBLIGATIONS
2.1. General. You shall defend at your own expense (including attorneys’ fees) and indemnify Movius from and against all claims, suits, actions and judicial or governmental determinations arising out of claims by WhatsApp or any other third party (a) arising from your use of the Subscription Service and WhatsApp, (b) misrepresentations made by you to Movius or any third party concerning the Subscription Service; or (c) arising from your breach of any provision of this Deed.
2.2. Term of this Deed. This Deed shall remain valid and subsisting for as long as you use the Subscription Service.
3. GENERAL
3.1. Governing Law; Dispute Resolution. This Deed will be governed by and construed in accordance with the laws of the State of Georgia, USA, excluding its conflicts of law provisions. Any action to enforce any rights or obligations under this Deed shall be brought exclusively in the United States District Court for the Northern District of Georgia, sitting in Atlanta, GA, or in Fulton County, Georgia Superior Court if filed in state court, which may only be done if federal court jurisdiction is unavailable. You consent to such jurisdiction and venue. You agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. YOU AGREE THAT THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT OR ANY VERSION THEREOF, ADOPTED BY ANY STATE, IN ANY FORM (“UCITA”), SHALL NOT APPLY TO THIS DEED. TO THE EXTENT THAT UCITA IS APPLICABLE, YOU AGREE TO OPT OUT OF THE APPLICABILITY OF UCITA (AND EACH AND EVERY PROVISION THEREOF) PURSUANT TO THE OPT-OUT PROVISION(S) CONTAINED THEREIN. The prevailing Party in any proceeding arising out of or relating to this Deed shall be entitled to its reasonable attorneys’ fees and costs incurred in bringing such claim.
3.2. Language. The official text of this Deed and any notice submitted hereunder shall be in English. In the event of any dispute concerning the construction or meaning of this Deed, reference shall be made only to this Deed as written in English and not to any translation into another language.
3.3. Assignment. This Deed and the rights and obligations contained hereunder may not be assigned without the express prior written consent of Movius; provided that Movius may assign this Deed in whole or in part to a third party in the course of a merger, acquisition or reorganization. Any attempted assignment in derogation of the foregoing shall be void. Any permitted assignment shall be binding on your representatives, successors and assigns.
3.4. Severability and Headings. If any provision of this Deed is held by a court of competent jurisdiction to be invalid under any applicable statute, rule or law, you agree that such invalidity shall not affect the validity of the remaining provisions of this Deed, and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision. Headings used in this Deed are provided for convenience only and shall not in any way affect the meaning or interpretation hereof.
3.5. Waiver. No waiver of any right under this Deed shall be of any effect unless such waiver is express, in writing and signed by the waiving party. Any purported waiver not consistent with the foregoing shall be void.
3.6. Relationship with Movius. You understand and agree that your relationship with Movius hereunder is one of indemnitor and indemnitee, and that you and Movius shall not be construed as partners, joint ventures, or agent and principal. In no event shall either you or Movius be authorized to act for or on behalf of the other.