Addendum – MotilityConnect
This MotilityConnect Addendum (the “MotilityConnect Terms”) between Motility Software Services LLC, a Delaware limited liability company (“Motility”) and the Client identified in the corresponding Order Form and/or Motility Software Solutions Terms and Conditions or other master agreement between the parties (collectively, the “Agreement”) is incorporated into the Agreement. All terms used but not defined in these MotilityConnect Terms shall have the meaning ascribed elsewhere in the Agreement. In the event of a conflict between these MotilityConnect Terms and the other terms of the Agreement, these MotilityConnect Terms shall control with respect to the Connect Services.
- Connect Services. Motility agrees to use commercially reasonable efforts to provide the Client with certain API(s) and related data sharing services as set forth in the applicable Order Form (the “Connect Services”). “API” means the Software that enables the provision of the Connect Services and provides methods for retrieving or sending data from or to TP Partners, as applicable.
- TP Partners. The Connect Services are designed to enable Client to share data with third-party partners (“TP Partners”) that also have access to the API(s) through a separate agreement with Motility (“TP Agreement”). As further set forth in the applicable Order Form, and subject to change from time to time, the Connect Services may, depending on the nature of the integration between Motility, Client and/or TP Partner, enable Client and/or the TP Partner to push data to, or pull data from, each other.
- License; Reservation of Rights. During the term of these MotilityConnect Terms, subject to Client’s compliance with the terms of the Agreement, Motility grants to Client a revocable, nonexclusive, non-assignable, non-transferrable, non-sublicensable, limited license to access and use the Connect Services and Licensed Materials for Client’s own business purposes in accordance with the corresponding Documentation. “Licensed Materials” means the API(s) and related Documentation made available to Client by Motility pursuant to these MotilityConnect Terms. No licenses or other rights which are not expressly granted in this Agreement are granted or conferred to Client or to any third party.
- Authorization; Data Sharing. Client hereby authorizes Client to share Client Data and other information and data with TP Partners in connection with the Connect Services or as otherwise necessary or appropriate to provide or enable the Connect Services. Client understands that data accessed, received, transmitted or otherwise provided through the Connect Services may include personally identifiable or other confidential information of individuals and other third parties. Client acknowledges that such data requires a special degree of care and to be protected by adequate security measures in accordance with applicable laws and industry standards. Accordingly, Client shall comply with all applicable local, state and federal laws, including, without limitation, all privacy and data protection laws, rules and regulations that are applicable to the data accessed, received, transmitted or otherwise provided through or in connection with the Connect Services.
- TP Partner Access Terms. Client is authorized to use the Connect Services in connection with the TP Partner(s) identified in an applicable Order Form that maintain a TP Agreement with Motility. Unless otherwise set forth in the Order Form, such TP Partners will have access to the Client Data and other databases, data and information enabled by the Connect Services and the corresponding integrations between Client and the TP Partner(s) for so long as Motility continues to make such Connect Services available, provided that Client may terminate such TP Partner’s access to such data and information in connection with the Connect Services by providing Motility at least 15 days’ advance written notice of its intent to terminate such TP Partner’s authorization.
- Client agrees not to use, nor permit any third party to use, the Connect Services in such a way that violates any applicable laws, regulations, or this Agreement. Client shall not attempt to probe, scan, or test the vulnerability of any of Motility’s systems or networks or breach any of Motility’s security or authentication measures. Client shall not and shall not permit others in using the Connect Services to: (i) violate or infringe the legal rights (such as rights of privacy, publicity and intellectual property) of others or Motility; (ii) engage in any conduct that could constitute a criminal offense or give rise to civil liability for Motility; (iii) misrepresent or in any other way falsely identify Client’s identity or affiliation; (iv) interfere with or disrupt the Connect Services or networks or servers connected to the Motility systems or violate the regulations, policies or procedures of such networks or servers, including unlawful or unauthorized altering of any of the information submitted through the Connect Services; (v) attempt to gain unauthorized access to the Connect Services or other Motility customers’ computer systems or networks using the Connect Services through any means; or (vi) interfere with another party’s use of the Connect Services.Motility has no obligation to monitor Client’s use of the Connect Services. However, Motility reserves the right at all times to monitor, review, retain and disclose any information as necessary to satisfy or cooperate with any applicable law, regulation, legal process or governmental request. Any additional restrictions (e.g. usage limitations) set forth on an ordering document referencing this Agreement are hereby incorporate by reference.
- Integrations; Technical Requirements. Client and the TP Partners are solely responsible for, and Client hereby holds Motility harmless from, their use of, and integrations with or using, the API(s). Client acknowledges that the use of the Connect Services by Client is dependent upon access to telecommunications and Internet services. Client will be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Connect Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing.
- Termination; Suspension. Motility shall have the right to suspend or terminate all or a portion of the Connect Services immediately and without notice to Client, at any time, for any reason, or without reason.
- Changes; Support. Motility may amend, alter, modify, or otherwise change all or a portion of the Connect Services or Licensed Materials at any time in its sole discretion. Motility may also amend, alter, modify, or otherwise change all or a portion of these MotilityConnect Terms: (a) immediately upon notice, to the extent required or necessary to comply with applicable laws, and (b) upon at least fifteen (15) days’ advance written notice with respect to any other change not covered by (a). Unless otherwise agreed to by the parties in writing, Motility will have no obligation to provide support for the Connect Services or to provide Client with Updates to the Licensed Materials.
- Client shall indemnify, defend, and hold harmless Motility and its affiliates, and each of Motility’s and its affiliates’ respective officers, directors, employees, agents, successors, and assigns against all Losses arising out of or resulting from any claim, suit, action, or other proceeding related to or arising out of or resulting from: (a) Client’s breach of any term of these MotilityConnect Terms; (b) Client’s relationship with any TP Partner, Client’s use of any TP Partner services or products, or any acts or omissions of Client in connection with the foregoing; (c) use of any software, data, or other materials or other information not provided by Motility; or (d) any data accessed, received, transmitted or otherwise provided through or in connection with the Connect Services relating to Client or its TP Partners. “Losses” means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
- IN ADDITION TO THE DISCLAIMERS SET FORTH IN THE AGREEMENT, MOTILITY MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE CONNECT SERVICES. MOTILITY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, CLIENT ACKNOWLEDGES THAT MOTILITY IS MAKING THE CONNECT SERVICES AVAILABLE TO CLIENT AND TP PARTNERS FOR CLIENT’S BENEFIT AND CONVENIENCE, AND MOTILITY SHALL HAVE NO LIABILITY OR RESPONSIBILITY, AND CLIENT HEREBY HOLDS MOTILITY HARMLESS, WITH RESPECT TO TP PARTNERS OR THEIR PRODUCTS OR SERVICES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL MOTILITY BE RESPONSIBLE OR LIABLE FOR (1) A TP PARTNER’S USE OR MISUSE OF CLIENT DATA MADE AVAILABLE TO SUCH TP PARTNER IN CONNECTION WITH THE CONNECT SERVICES; (2) A TP PARTNER’S TRANSMISSION OR OTHER PROVISION OF DATA TO CLIENT, OR FAILURE RELATING THERETO, IN CONNECTION WITH THE CONNECT SERVICES; (3) ANY ERROR, FAILURE OR OTHER ISSUE REGARDING CLIENT’S OR A TP PARTNER’S INTEGRATIONS RELATING TO THE CONNECT SERVICES, WHETHER OR NOT CAUSED BY ANY CHANGES TO THE CONNECT SERVICES OR LICENSED MATERIALS; OR (4) ANY DATA ACCESSED, RECEIVED, TRANSMITTED OR OTHERWISE PROVIDED THROUGH OR IN CONNECTION WITH THE CONNECT SERVICES. MOTILITY’S TOTAL LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH THESE MOBILITY CONNECT TERMS OR THE CONNECT SERVICES IS LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED $100.