Last Updated: May 1st 2025
This Master Subscription Agreement ("Agreement") is entered into as of the Statement of Work Effective Date of the initial Statement of Work executed between Agilemove, a Florida corporation ("Agilemove" or "Company") and the Customer identified in such Statement of Work ("Customer").
The provisions of this Agreement shall govern all Services delivered by Agilemove pursuant to any Statement of Work submitted by Customer and accepted by Agilemove, such that the provisions of this Agreement are incorporated by reference into each Statement of Work, creating one integrated agreement between the parties. A Definitions section is provided at the conclusion of this Agreement. Customer acknowledges that purchases under this Agreement are not contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written representations made by Agilemove regarding future functionality or features.
Agilemove
4040 Briarstone Ridge Tr
Alpharetta, GA 30022
United States
In accordance with the terms herein, Agilemove grants to Customer a limited, non-exclusive, non-transferable, non-assignable, worldwide license to access and utilize the Services provided under this Agreement solely for Customer's internal business operations and only for the number of Authorized Users and duration specified in each executed Statement of Work. All rights not expressly conveyed to Customer remain with Agilemove and its licensors. Agilemove retains the right to implement changes, updates and improvements to the Services at its discretion.
Customer shall not disclose to third parties any evaluation results of the Services conducted by or for Customer for availability monitoring, performance assessment, functionality testing, or any benchmarking or competitive analysis purposes without Agilemove's prior written consent. Customer is prohibited from:
3. Customer Obligations Customer bears responsibility for all activities conducted through Customer's Authorized User accounts and must comply with applicable laws and regulations relating to Customer's use of the Services, including data privacy, international communications, personal data transmission and export control regulations. Customer shall: (i) promptly notify Agilemove of any unauthorized account usage or suspected security breaches related to the Services; (ii) immediately report to Agilemove and use reasonable efforts to halt any copying, distribution or misuse of Content, Agilemove Technology, Services or Deliverables that comes to Customer's attention; and (iii) refrain from impersonating other CoWrkr users or providing false credentials to access the Services. When Customer accesses Services using third-party credentials (such as Google or Microsoft), Customer must comply with all applicable terms and conditions of such third parties regarding credential provisioning and usage. Customer remains accountable for all actions performed using Customer's accounts and credentials. Customer is solely responsible for maintaining compliance with relevant third-party platform terms and conditions and keeping appropriate accounts in good standing with third-party platform providers.
Customer data and information submitted, stored, transmitted or received through Agilemove's systems will be processed exclusively to deliver services to Customer and according to Customer's documented instructions
Customer retains complete ownership, including all intellectual property rights, in Customer Data submitted to the Services under this Agreement. Customer hereby grants Agilemove a limited, non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, modify, create derivative works of and display Customer Data solely as necessary to provide the Services to Customer.
Customer maintains sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership and usage rights of all Customer Data. Customer shall ensure that both Customer and Agilemove possess the necessary rights to use Customer Data as contemplated herein. Customer acknowledges full responsibility for all Content originating from Customer's organization. Customer, not Agilemove, bears complete responsibility for all content uploaded, posted, transmitted or otherwise made available through CoWrkr Services. While Agilemove has no obligation to pre-screen Content (including Customer Content and User Content), Agilemove reserves the right to pre-screen, refuse, or remove Content that (1) violates applicable laws or regulations, (2) breaches these Terms, and/or (3) creates liability for Agilemove. Customer acknowledges that Authorized Users may search, view, use, modify, and reproduce Customer Content submitted to Service areas. Customer will maintain documented privacy policies governing data collection through the Services and agrees to comply with such policies.
Agilemove does not function as an archival service provider. Agilemove commits only to not intentionally delete Customer Data from Services prior to Agreement termination or expiration. Upon written request submitted within 30 days following Agreement termination or expiration, Agilemove will return Customer Data within 60 days in a mutually acceptable format, after which Customer Data will be permanently deleted within 90 days of data delivery; absent such request within 30 days of Agreement termination or expiration, Agilemove will delete all Customer Data from Services within 90 days of Agreement termination or expiration. Agilemove will not disclose Customer Data except for (a) actions by Agilemove personnel to deliver Services and address service or technical issues, (b) as required by law, or (c) as authorized by Customer. Agilemove disclaims all other storage-related obligations.
When European Data Protection Legislation governs Customer Personal Data processing, the parties acknowledge that: (a) Agilemove functions as a processor of Customer Personal Data under European Data Protection Legislation; (b) Customer serves as a controller or processor, as applicable, of Customer Personal Data under European Data Protection Legislation; and (c) both parties will fulfill their respective obligations under European Data Protection Legislation regarding Customer Personal Data processing. Throughout the Service term, Agilemove will process Customer Personal Data submitted, stored, transmitted or received by Customer or Authorized Users through Services solely to provide Services and related technical support to Customer according to this Agreement. Personal data submitted, stored, transmitted or received by Customer, its Affiliates or End Users through Services may encompass: user identifiers, email addresses, physical addresses, phone numbers, documents, presentations, images, customer interaction records, usage analytics, and related data. Personal data submitted, stored, transmitted or received through Services may relate to: Authorized Users including Customer's employees and contractors; personnel of Customer's clients, suppliers and subcontractors; Customer's end customers; and other individuals transmitting data through Services, including persons interacting with Customer via Services. Agilemove utilizes select third-party vendors, including OpenAI, Amazon Web Services (AWS), to support Service delivery. Customer expressly authorizes Amazon Web Services as a Subprocessor.
Where CCPA applies, the parties acknowledge that: (a) Agilemove operates as a "service provider" under CCPA; (b) Agilemove will not retain, use, or disclose Customer Personal Information received from Customer for purposes other than Service performance, or as otherwise permitted by CCPA; (c) Agilemove will reasonably assist Customer in responding promptly to consumer "requests to know" or "requests to delete" (as defined in CCPA regulations) and will provide Customer with information reasonably necessary for responding to such requests; and (d) both parties will comply with their respective CCPA obligations.
Agilemove will implement industry-standard security measures (encompassing personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, encryption of personal data in transit and at rest, and other organizational and technical safeguards necessary to protect against unauthorized or accidental access, loss, alteration, disclosure or destruction of Customer Data), and will comply with applicable laws, regulations and standards governing data privacy and security. Agilemove will notify Customer within 72 hours of any known or suspected security incident involving Customer Data.
Agilemove exclusively owns (along with its licensors, where applicable) all right, title and interest, including related Intellectual Property Rights, in the Agilemove Technology, Services and any Deliverables, including all enhancements, enhancement requests, suggestions, modifications, extensions and derivative works thereof, encompassing all AI models, algorithms, and machine learning capabilities. This Agreement does not constitute a sale and confers no ownership rights to Customer in the Services, Deliverables, Agilemove Technology or Intellectual Property Rights owned by Agilemove. The CoWrkr name, CoWrkr logo, and associated product names constitute trademarks of Agilemove or third parties, with no usage rights granted herein.
AGILEMOVE'S SERVICES MAY EXPERIENCE LIMITATIONS, DELAYS, AND OTHER ISSUES INHERENT TO INTERNET AND ELECTRONIC COMMUNICATION USAGE. AGILEMOVE BEARS NO RESPONSIBILITY FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH ISSUES NOT ATTRIBUTABLE TO AGILEMOVE.
Agilemove will maintain Service availability at 99% (calculated monthly), excluding scheduled maintenance periods and network/Internet disruptions beyond Agilemove's direct control. Should Services fail to meet this standard, Customer's exclusive remedy and Agilemove's sole obligation shall be for Agilemove to make reasonable commercial efforts to remedy the non-conformity or, if Agilemove cannot remedy the non-conformity within sixty (60) days following Customer's written notice, Customer may terminate the applicable Statement of Work.
Customer shall remit all fees specified in each executed Statement of Work ("Fees"). Payment obligations are non-cancelable and amounts paid are non-refundable unless expressly specified otherwise in the applicable Statement of Work. Unless the applicable Statement of Work provides otherwise, payment terms are net thirty (30) days from Agilemove invoice receipt, without setoffs or deductions, payable in US dollars. For credit card or electronic money transfer (ACH) payments specified in Statements of Work, charges are processed upon invoice date. Agilemove Fees exclude all taxes, levies, or duties imposed by taxing authorities, with Customer responsible for such payments, excluding taxes based solely on Agilemove's income. If Agilemove must legally pay or collect taxes for which Customer is responsible, the appropriate amount will be invoiced to Customer unless Customer provides a valid tax exemption certificate from the appropriate taxing authority. Customer must contact Agilemove in writing within sixty (60) days of invoice date for any billing disputes to be eligible for adjustments or credits.
Agilemove may modify Service Fees and introduce new charges effective upon the next Renewal Service Term by providing Customer written notice at least forty-five (45) days before the current Service Term ends. If Customer does not provide termination notice to Agilemove as described in Section 10, Fee changes become effective at the next Renewal Service Term commencement. Should Customer fail to make payments according to Agreement or Statement of Work terms, requiring legal enforcement by Agilemove, Customer agrees to pay all reasonable legal fees and costs incurred by Agilemove.
This Agreement's Initial Term begins on the Statement of Work Effective Date of the first Statement of Work and continues until all underlying Statements of Work expire according to their terms, or earlier Agreement termination as provided herein. Each Statement of Work term begins on its Effective Date and continues for the initial period specified therein ("Initial Service Term"). Statements of Work containing Services added to existing subscriptions will be billed pro-rata and terminate concurrently with the Initial Service Term or applicable Renewal Service Term. Unless a Statement of Work specifies otherwise, or this Agreement terminates as described in Section 12, upon Initial Service Term expiration, Statements of Work automatically renew for subsequent twelve (12) month Renewal Service Terms (subject to Fee adjustments per Section 9), unless either party provides termination notice at least thirty (30) days before the current Service Term ends.
Beyond other rights granted herein, Agilemove may suspend or terminate this Agreement, related Statements of Work, and Customer's Service access if Customer's account becomes delinquent and remains uncured for thirty (30) days. Delinquent invoices accrue interest at 1.5% monthly on outstanding balances, or the maximum legally permitted rate, whichever is lower, from due date, plus all collection expenses. Agilemove may remove credit terms from Statements of Work when Customer accounts become delinquent (e.g., reducing net 30 payment terms to net 0). Customer continues incurring Fees during Service suspension periods due to Customer delinquency. If Agilemove terminates this Agreement for cause per Section 12, Customer owes all remaining Fees calculated according to their terms for the remainder of the applicable Initial Service Term or Renewal Service Term. Customer agrees Agilemove may charge unpaid Fees to Customer's credit card or via ACH payment, or otherwise bill Customer for such unpaid Fees.
Either party may terminate this Agreement (and any active Statements of Work) if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days following breach notice delivery.
Both parties represent and warrant their legal authority to enter this Agreement.
EXCEPT FOR EXPRESS REPRESENTATIONS AND WARRANTIES IN SECTION 13, AGILEMOVE AND ITS LICENSORS PROVIDE NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED (IN FACT OR BY OPERATION OF LAW), OR STATUTORY, REGARDING ANY MATTER. AGILEMOVE DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSES. AGILEMOVE DOES NOT WARRANT THAT SERVICES (INCLUDING PROFESSIONAL SERVICES OR RELATED DELIVERABLES) WILL BE ERROR-FREE, MEET CUSTOMER REQUIREMENTS, OR BE TIMELY OR SECURE. AGILEMOVE MAKES NO GUARANTEES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI-GENERATED INSIGHTS, RECOMMENDATIONS, OR PREDICTIONS PROVIDED THROUGH SERVICES. CUSTOMER MAY NOT MAKE OR COMMUNICATE ANY REPRESENTATIONS OR WARRANTIES ON AGILEMOVE'S BEHALF TO THIRD PARTIES.
Agilemove will indemnify and hold harmless Customer and its subsidiaries, affiliates, officers, directors, employees, attorneys and agents from claims, costs, damages, losses, liabilities and expenses (including attorneys' fees) arising from claims alleging that Service usage infringes or misappropriates valid third-party intellectual property rights. For Agilemove to defend Customer, Customer must: (a) promptly provide written claim notice to Agilemove; (b) grant Agilemove sole control over claim defense and settlement, provided Customer may participate in its defense at its expense; (c) provide Agilemove with claim information and cooperate during defense or settlement efforts; and (d) take reasonable steps to mitigate losses subject to the claim.
Agilemove has no liability or indemnification obligation if infringement, misappropriation, or violation results from (1) Service usage combined with non-Agilemove software or products; (2) process infringement claims; (3) compliance with ITU, IEEE or other recognized industry standards; or (4) Agilemove modifications to conform to Customer specifications. When Agilemove has indemnification obligations, it may, at its discretion and at no Customer cost: (i) modify Services to eliminate infringement or misappropriation, (ii) obtain licenses for Customer's continued Service usage per this Agreement, or (iii) if (i) or (ii) are not commercially feasible, terminate Customer subscriptions for such Services and refund prepaid fees covering the remaining subscription term after termination.
Customer will indemnify and hold harmless Agilemove, its subsidiaries, affiliates, officers, directors, employees, attorneys and agents from claims, costs, damages, losses, liabilities and expenses (including attorneys' fees) arising from: (1) claims alleging that Customer Data transmission, storage, or usage infringes third-party rights or causes third-party harm; or (2) claims based on facts that, if true, would constitute Customer violations of Agreement covenants, representations, or warranties. Customer's defense and indemnification obligations regarding particular claims require: (a) Agilemove providing prompt written claim notice to Customer; (b) Agilemove granting Customer sole control over claim defense and settlement, provided Agilemove may participate in its defense at its expense; (c) Agilemove providing Customer with claim information and cooperating during defense or settlement efforts; and (d) Agilemove taking reasonable steps to mitigate losses subject to the claim.
NEITHER PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL EXCEED AMOUNTS ACTUALLY PAID BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE LIABILITY-CAUSING EVENT.
Customer grants Agilemove rights to use Customer's name, marks, and logo on Agilemove's website, in marketing materials, and to identify Customer as a CoWrkr customer; provided such usage requires Customer's prior written approval, which shall not be unreasonably withheld. Customer agrees that "CoWrkr" or similar marks may appear in forms, web pages, and other Service outputs.
Legal notices (including claimed breaches or Agreement/Statement of Work terminations) required under this Agreement must be delivered in writing via (a) nationally recognized overnight delivery service or (b) certified US mail to addresses specified in applicable Statements of Work or otherwise communicated in writing. Other Customer notices to Agilemove may be sent via email, and Agilemove may provide notices by emailing Customer's billing contact specified in Statements of Work. Notices are deemed received upon actual receipt or, if earlier, two (2) business days after mail deposit as required above. Either party may change addresses by providing timely written notice identifying the effective date of such change.
Neither party may assign this Agreement to third parties without prior written consent, which will not be unreasonably withheld, except either party may assign this Agreement without prior written consent in connection with asset sales or equity transfers through merger, consolidation, or similar transactions involving all or substantially all assets. Any assignment violating this Section is void. This Agreement binds and benefits the parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns.
Parties receiving confidential information agree to implement reasonable protective measures, at least equivalent to measures used to protect their own proprietary information but not less than reasonable care, to prevent unauthorized duplication or disclosure to third parties without prior written consent from the disclosing party. Each party shall use the other party's Confidential Information solely for Service performance purposes during the term and thereafter. Confidentiality obligations regarding Confidential Information remain effective during the Agreement Term and for three (3) years following Agreement termination or expiration.
"Confidential Information" encompasses all information, regardless of form or identification, whether of the disclosing party or its clients or affiliates, furnished or made available through Agreement licensing that is not generally known outside the disclosing party, its clients, employees or Affiliates, or which the receiving party knows or should reasonably know is confidential or proprietary given the information's nature and disclosure circumstances. Confidential Information includes (a) Customer Data, (b) pricing terms offered to Customer in Statements of Work, and (c) Agilemove Technology. Neither party will disclose Agreement pricing or other terms to anyone except attorneys, accountants, and professional advisors under confidentiality duties, except (a) as legally required, or (b) pursuant to mutually agreeable press releases.
Confidential Information excludes information that: (i) becomes generally known through publication, commercial use or otherwise without receiving party fault; (ii) was known and documented by the receiving party at disclosure time without restrictions; (iii) was independently developed by the receiving party or learned from third parties without Confidential Information access; (iv) was lawfully obtained from third parties with disclosure rights; or (v) was made generally available by the disclosing party without disclosure restrictions. The receiving party may disclose Confidential Information pursuant to judicial or governmental orders, provided the receiving party either (i) provides reasonable advance notice to allow the disclosing party to seek protective orders when legally permitted, or (ii) obtains written assurance from judicial or governmental entities that they will afford Confidential Information the highest protection available under applicable law or regulation.
This Agreement is governed by Florida law and controlling United States federal law, without regard to choice or conflicts of law provisions, for all disputes, actions, claims or causes of action arising from this Agreement or Services. No text or information on purchase orders, preprinted forms or documents (other than Statements of Work) shall modify this Agreement's terms and conditions.
If any Agreement provision is deemed invalid or unenforceable by a competent court, such provision(s) shall be construed as closely as possible to reflect the invalid or unenforceable provision's intentions, with all other provisions remaining fully effective. No joint venture, partnership, employment, or agency relationship exists between Customer and Agilemove due to this Agreement or Service usage. Either party's failure to enforce Agreement rights or provisions does not constitute waiver unless acknowledged and agreed in writing.
This Agreement, together with applicable Statements of Work (including referenced documents), comprises the complete agreement between Customer and Agilemove regarding the subject matter and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between parties regarding such subject matter. In conflicts between Agreement and Statement of Work terms, Statement of Work terms govern solely to the conflict extent.
Should one or more Agreement provisions be invalid or unenforceable, courts will modify and interpret provisions to best accomplish original provision objectives to the fullest legally permitted extent, with remaining provision enforceability unimpaired.
As used in this Agreement and associated Statement(s) of Work:
By executing a Statement of Work that references this Agreement, Customer acknowledges reading, understanding, and agreeing to be bound by this Master Subscription Agreement.