Move Right - Terms of Service
Last Updated: September 4, 2025
These Terms of Service ("Terms") constitute a legally binding agreement between the entity subscribing to the Service ("Client," "Subscriber") and Karve Information Technology Ltd., a corporation registered in British Columbia, Canada ("Company," "we," "us"). These Terms govern the Client's access to and use of the Move Right software-as-a-service platform and any related services (collectively, the "Service").
1. Definitions
"Agreement" means these Terms of Service.
"Authorized User" means an individual (e.g., an employee, contractor, or agent of the Client) who is authorized by the Client to use the Service under the Client's account.
"Client Data" means all electronic data, text, documents, personal information, or other materials submitted to the Service by the Client and its Authorized Users, including but not limited to information pertaining to the Client's own customers and employees.
"Company" means Karve Information Technology Ltd., with its principal place of business in Vancouver, British Columbia.
"Confidential Information" has the meaning set forth in Section 8.
"Documentation" means any user guides, manuals, or other documentation provided by the Company to the Client in relation to the Service.
"Intellectual Property Rights" means all patents, copyrights, moral rights, trademarks, trade secrets, and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.
"Service" means the Move Right cloud-based customer relationship management (CRM) software platform and its associated features, functionalities, and applications (including mobile apps), designed for moving companies. The Service includes, but is not limited to, tools for lead capture and management, job estimating and quoting, scheduling and dispatching, crew and asset tracking, inventory management, invoicing and payment processing, customer communication, and reporting and analytics.
"Subscription Term" means the period during which the Client has agreed to subscribe to the Service.
2. Agreement to Terms & Service Provision
2.1. Service License
Subject to the Client's compliance with this Agreement and payment of all applicable fees, the Company grants the Client a limited, non-exclusive, non-transferable, non-sublicensable right and license during the Subscription Term to access and use the Service, solely for the Client's internal business operations.
2.2. Documentation
The Company grants the Client a limited, non-exclusive, non-transferable license to use the Documentation solely in connection with its authorized use of the Service.
3. Client Accounts and Responsibilities
3.1. Account Registration
The Client must provide accurate, current, and complete information during the registration process and keep its account information updated.
3.2. Account Security
The Client is responsible for safeguarding its account password and for all activities that occur under its account. The Client agrees to notify the Company immediately of any unauthorized use of its account.
3.3. Authorized Users
The Client is responsible and liable for all actions and omissions of its Authorized Users and their compliance with this Agreement. The Client will ensure that access to the Service is limited to the appropriate number of Authorized Users as permitted by its subscription plan. While some plans may offer "unlimited users," the Client remains responsible for managing the access credentials and ensuring that all use of the Service complies with these Terms.
4. Acceptable Use Policy
The Client and its Authorized Users shall not:
- (a) use the Service for any illegal, fraudulent, or unauthorized purpose;
- (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure of the Service;
- (c) modify, translate, or create derivative works based on the Service;
- (d) sell, rent, lease, distribute, or otherwise transfer rights to the Service to any third party;
- (e) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights;
- (f) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein; or
- (g) attempt to gain unauthorized access to the Service or its related systems or networks.
5. Fees, Payment, and Subscription Terms
5.1. Subscription Fees
The Client shall pay all fees specified in the applicable subscription plan, order form, or invoice ("Fees"). Fees are based on the services purchased and not actual usage. All payment obligations are non-cancelable, and fees paid are non-refundable, except as expressly provided in this Agreement. Fees are quoted and payable in Canadian Dollars (CAD) unless otherwise specified.
5.2. Invoicing and Payment
Fees will be invoiced in advance on a monthly or annual basis, as selected by the Client. The Client agrees to provide the Company with valid and updated credit card information or another form of payment acceptable to the Company. By providing payment information, the Client authorizes the Company to charge such payment method for all subscribed services.
5.3. Auto-Renewal
Unless the Client provides written notice of non-renewal at least thirty (30) days prior to the end of the current Subscription Term, the subscription will automatically renew for an additional period equal to the expiring term. The fees for the renewal term will be based on the Company's then-current pricing.
5.4. Taxes
Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). The Client is responsible for paying all Taxes associated with its purchases hereunder.
6. Client Data, Privacy, and Data Processing
6.1. Data Ownership
As between the Company and the Client, the Client exclusively owns all right, title, and interest in and to all Client Data. The Company shall not acquire any rights in Client Data, other than the limited right to use such data for the purposes set forth in this Agreement.
6.2. Company's Role as a Service Provider/Processor
The Company will only access, use, and process Client Data for the purposes of providing, maintaining, and improving the Service, preventing or addressing service or technical problems, as required by law, or as expressly permitted in writing by the Client. The Company is a Data Processor (or service provider) with respect to the personal information contained within the Client Data.
6.3. Client's Obligations as Data Controller
The Client is the Data Controller with respect to the personal information contained within the Client Data. The Client represents and warrants that it has obtained and will maintain all necessary rights, permissions, and consents required by applicable privacy laws, including but not limited to British Columbia's PIPA and Canada's PIPEDA, to collect, use, and disclose the personal information within the Client Data and to provide such data to the Company for processing in accordance with this Agreement. The Client is solely responsible for the accuracy, quality, integrity, and legality of the Client Data.
6.4. Employee Tracking Acknowledgment
The Client acknowledges that the Service includes features for real-time crew and asset tracking, which may involve the collection and processing of GPS location data from devices used by the Client's employees or contractors ("Employee Tracking Data"). The Client represents and warrants that:
- (a) It has a legitimate and reasonable purpose for using such tracking features, directly related to managing its employment relationships and business operations.
- (b) It has provided clear and conspicuous notice to all individuals whose data will be collected via these features, fully informing them of the nature, extent, and purpose of the tracking.
- (c) It has obtained all legally required consents from such individuals for the collection, use, and disclosure of their Employee Tracking Data through the Service.
- (d) Its use of the employee tracking features will, at all times, comply with applicable privacy laws, employment laws, and any relevant collective bargaining agreements.
7. Intellectual Property Rights
7.1. Company IP
The Company owns and shall retain all right, title, and interest in and to the Service, the Documentation, and all related Intellectual Property Rights. No rights are granted to the Client hereunder other than as expressly set forth in this Agreement. The "Move Right" and "Karve IT" names and logos are trademarks of the Company, and no right or license is granted to use them.
7.2. Feedback
If the Client or any of its Authorized Users provides any suggestions, ideas, enhancement requests, or other feedback to the Company ("Feedback"), the Client hereby grants the Company a royalty-free, worldwide, perpetual, irrevocable, fully transferable, and sublicensable license to use, incorporate, and otherwise exploit such Feedback for any purpose without restriction or compensation.
8. Confidentiality
8.1. Definition
"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Client Data is the Confidential Information of the Client. The Service and its pricing are the Confidential Information of the Company.
8.2. Obligations
The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
9. Warranties and Disclaimers
9.1. Limited Warranty
The Company warrants that the Service will perform materially in accordance with the applicable Documentation. The Client's sole and exclusive remedy for a breach of this warranty will be that the Company shall use commercially reasonable efforts to correct the non-conforming Service at no additional charge.
9.2. Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." THE COMPANY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
10. Indemnification
10.1. Indemnification by the Company
The Company will defend the Client against any claim, demand, suit, or proceeding made or brought against the Client by a third party alleging that the use of the Service as permitted hereunder infringes or misappropriates the intellectual property rights of a third party ("IP Claim"), and will indemnify the Client for any damages, attorney fees, and costs finally awarded against the Client as a result of, or for amounts paid by the Client under a court-approved settlement of, an IP Claim.
10.2. Indemnification by the Client
The Client will defend the Company against any claim, demand, suit, or proceeding made or brought against the Company by a third party (a) alleging that the Client Data, or the Client's use of the Service in breach of this Agreement, infringes or misappropriates the rights of a third party or violates applicable law; or (b) arising from the Client's breach of its representations and warranties in Section 6.3 or Section 6.4. The Client will indemnify the Company for any damages, attorney fees, and costs finally awarded against the Company as a result of, or for amounts paid by the Company under a court-approved settlement of, such a claim.
11. Limitation of Liability
11.1. Exclusion of Consequential Damages
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2. Cap on Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.
11.3. Exclusions
The limitations under this Section 11 shall not apply to a party's indemnification obligations under Section 10, a party's breach of its confidentiality obligations under Section 8, or the Client's payment obligations under Section 5. This clause is a standard and critical component for managing risk in SaaS agreements within the Canadian legal framework.
12. Term and Termination
12.1. Term
This Agreement commences on the date the Client first accepts it and continues until all Subscription Terms have expired or have been terminated.
12.2. Termination for Cause
A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
12.3. Effect of Termination
Upon termination, the Client's license to use the Service shall immediately cease. For a period of 30 days following termination, the Company will make Client Data available to the Client for export. After this 30-day period, the Company will have no obligation to maintain or provide any Client Data and may thereafter delete or destroy all copies of Client Data in its systems.
13. Governing Law and Dispute Resolution
13.1. Governing Law
This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to its conflict of laws rules.
13.2. Venue
The parties irrevocably and unconditionally agree that any suit, action, or other legal proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of record of the Province of British Columbia in the City of Vancouver.
14. Contact Information
If you have any questions about these Terms, please contact us at:
Karve IT Ltd.
204 - 1080 Mainland St Vancouver BC V6B 2T4
[email protected]
+1 844-668-3311