What we do, what you do,
and who carries what.

MoverVault is software, supplied by Software Builders Ltd, a company registered in England and Wales. You subscribe to it monthly. We host it, maintain it and keep it running. That is the whole of what we supply. We contract with you under Delaware law and settle disputes by arbitration in Delaware, as set out below, whichever country either of us is sitting in.

We are not a moving company. We are not a motor carrier, a household goods broker, a freight forwarder, a warehouse operator or an agent for any of those. We never take possession of anybody's belongings, never send a crew, never drive a truck, and are never a party to the contract between you and your shipper. That contract is yours alone, on your own terms.

Where this agreement says "you", it means the business named on the subscription and everyone you let use it.

Payments from your shippers are processed by Stripe, into your own Stripe account. The money is yours from the moment it settles and it never passes through us. We are not a payment processor, a money transmitter, a bank or an escrow agent, and we hold no customer funds. Your relationship with Stripe is governed by Stripe's own terms, which you enter into directly with them.

Your subscription fee is separate, and is payable by you to us in US dollars. Fees are monthly in advance and renew automatically until you cancel. You can cancel at any time and it takes effect at the end of the period you have paid for; we do not refund part months.

We may change our prices. If we do, we will give you at least 30 days' notice before it affects you, and you can cancel before it does.

You are responsible for any sales, use or similar tax on your subscription, other than tax on our own income.

The estimate engine calculates a price from the rates you set and the information you or your shipper enter. It is a calculator operating on your numbers. It does not know what a job is really worth, whether the cube was surveyed honestly, or what will be waiting at the other end.

Every price you give a shipper is your price, and you are responsible for it. We do not warrant that any estimate is accurate, sufficient, profitable or lawful. If the software produces a figure that is too low, or wrong, or that you are then obliged to honor, that is a commercial risk of your business and not a loss we are liable for.

Choosing whether an estimate is binding, non-binding or not-to-exceed is your decision, and the consequences of that choice under 49 CFR Part 375 are yours. The software records the type you select; it does not advise you which to use.

Distances and routes come from third-party services. They are estimates of road distance, not measurements, and we do not control those services or guarantee their availability or accuracy.

The software produces estimates, invoices, job sheets, inventories, bills of lading, condition reports and similar documents by putting your data into a template.

You must read them before you use them. They are a starting point drawn from our understanding of what such a document usually contains. They are not legal advice, they are not certified as compliant with any federal or state requirement, and whether a particular document satisfies the rules that apply to a particular shipment is a judgment only you can make.

You are the motor carrier. Every obligation that falls on a household goods carrier falls on you: your USDOT and MC numbers, your operating authority, your insurance and its filings with the FMCSA, your tariff, vehicle roadworthiness and inspection, driver qualification, licensing and hours of service, and everything required by the Federal Motor Carrier Safety Administration, by 49 CFR Parts 370, 371 and 375, and by the law of every state you operate in.

The software has features that touch those obligations. It can hold your USDOT number, track a claim against the acknowledgment and disposition periods in 49 CFR 370.5 and 370.9, apply Released Value Protection at 60 cents per pound per article, print an inventory, and record a valuation election. These are conveniences, not compliance. A reminder that does not fire, a clock that is wrong, or a figure that is misapplied does not move the obligation from you to us.

In particular, the valuation your shipper elects, the liability you accept for loss or damage, and the handling of every claim within the statutory periods are entirely yours.

If you tell the software something that is not true — a rate, a weight, a license number, a date — it will use it. Keeping your own records accurate is your job.

The timesheet feature adds up worked hours from the job clock and can show an estimated labor cost. It is not a payroll system. It does not pay anyone, does not calculate, withhold, remit or file any federal, state or local tax, and does not determine anyone's entitlement.

Whether an employee is exempt from overtime — including under the Motor Carrier Act exemption — is a determination you make and record. The software applies the flag you set. Classification under the Fair Labor Standards Act and under state wage and hour law is yours, and so is the liability for getting it wrong.

The commission feature shows what a salesperson's work is worth on the rules you configure. It records no payment and authorizes none. What you actually owe someone is a matter between you and them.

Your data is yours. Your shippers, your jobs, your prices, your photographs. We process it to run the service for you and for no other purpose. We do not sell it, we do not share it, we do not use it to train anything for somebody else, and we do not pass your leads to another moving company — not now, and not as a business model later.

Under the California Consumer Privacy Act, as amended by the CPRA, and under comparable state privacy laws, you are the business and we are your service provider. We do not sell or share personal information, and we do not retain, use or disclose it for any purpose other than performing this service for you.

You are responsible for the personal information you put into the system. You confirm you are entitled to hold it and to give it to us to process on your behalf, and that you have given your shippers whatever notice your state requires.

We keep your data while you are a subscriber and for a short period afterward so you can export it. You can export at any time while your subscription is live. Tell us to delete it and we will, other than anything we are required to keep.

How we handle personal information in more detail is set out in our Privacy Policy.

When the software sends an email or a text message to one of your shippers, it is sending it as you and on your instruction. You are the sender.

You confirm you have whatever consent the law requires before contacting anyone, including under the Telephone Consumer Protection Act, the CAN-SPAM Act, and any state law governing calls, texts and marketing. This matters more than it sounds: TCPA damages run from $500 to $1,500 per message, they are a favorite of the class action bar, and they land on the sender.

You will not use the service to send anything unlawful, misleading or unsolicited, to impersonate anybody, or to publish a review that is not genuine. Reviews you display must comply with the FTC's rules on endorsements and testimonials.

If we build and host a public site for you, the content on it is yours — your name, your logo, your photographs, your words, your reviews, your USDOT and MC numbers. You confirm you have the right to use all of it, and you are responsible for what it says.

We will take down anything we are legally required to take down, including on a valid notice under the Digital Millennium Copyright Act, and we will tell you when we do.

We will use reasonable skill and care to keep the service available, and we will try to schedule maintenance when you are least likely to be working. We do not promise uninterrupted availability, and we do not offer a service credit for downtime.

The service depends on third parties — hosting, Stripe, mail delivery, mapping, geocoding. When one of them fails, the service may fail with it, and we are not liable for their failure.

Keep your own records. We take backups and we take them seriously, but a business that could not survive losing its software should not depend on any single vendor, including us.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT.

We do not warrant that the service will be uninterrupted, error free, or that any defect will be corrected.

Some states do not allow the exclusion of certain warranties. Where that is so, the exclusions above apply to the fullest extent that state permits, and nothing here excludes liability that cannot lawfully be excluded.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST BUSINESS, LOST CONTRACTS, LOST GOODWILL OR LOST DATA, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY.

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY TWELVE MONTH PERIOD IS LIMITED TO THE SUBSCRIPTION FEES YOU ACTUALLY PAID US IN THE TWELVE MONTHS BEFORE THE CLAIM AROSE.

We are saying plainly what that means. A moving job can go badly wrong and the sums involved can be large — a household goods claim, a wage and hour action, a TCPA suit. This is a modestly priced monthly software subscription and it is not priced to carry the risk of your operations. That risk sits with you and your insurers, which is the same allocation every software vendor in this industry makes.

You will defend, indemnify and hold us harmless against any claim, loss, damage, judgment, fine, cost or expense, including reasonable attorneys' fees, arising out of:

(a) any claim by one of your shippers, including for loss of or damage to household goods, for delay, or about a price you estimated; (b) any claim by one of your employees or contractors, including about wages, hours, overtime or classification; (c) any action, audit or penalty by a regulator, including the FMCSA, a state transportation authority, a state attorney general, or the Department of Labor; (d) any message sent through the service without the consent the law required, including under the TCPA; (e) anything published on your website; and (f) your breach of this agreement.

You will maintain the insurance your operating authority requires, including cargo and public liability coverage, together with workers' compensation as required by each state you operate in.

We own the software and everything in it, and you get a non-exclusive, non-transferable right to use it for as long as you subscribe. You will not copy it, resell it, sublicense it, reverse engineer it, or use it to build a competing product.

If you tell us how to make it better, we may act on it, and we will not owe you anything for that.

The embeddable estimate widget is different, and deliberately so: you may put it on your own website, free, for as long as you subscribe.

You may cancel at any time, effective at the end of the period you have paid for.

We may suspend or end your subscription if you do not pay, if you use the service unlawfully, or if you materially breach this agreement and do not cure it within 14 days of our notice. We will give you notice and a reasonable opportunity to export your data unless the law prevents us.

The clauses on data, warranties, liability, indemnity and intellectual property survive the end of this agreement.

This agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or relating to this agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware. Judgment on the award may be entered in any court of competent jurisdiction. Either of us may bring an individual claim in small claims court instead.

Class action waiver. Claims must be brought individually. Neither of us may bring a claim as a plaintiff or class member in any class, collective, consolidated or representative proceeding, and the arbitrator may not consolidate claims or preside over any representative action.

Jury trial waiver. To the extent any claim proceeds in court rather than arbitration, both of us waive any right to a jury trial.

This agreement, with our Privacy Policy, is the entire agreement between us and supersedes anything said beforehand. There are no third-party beneficiaries.

If any part of it is held unenforceable, the rest continues in force. If we do not enforce something straight away, we have not waived it.

You may not assign this agreement without our consent. We may assign it to a successor in connection with a merger or a sale of the business.

Neither of us is liable for a failure to perform caused by something outside our reasonable control.