Important: Read Carefully
Motis’ proprietary website and related media accessible at motispeople.com and motisgrow.com, and all related subdomains (the “Website”) are provided for the purpose of informing you about employee and organizational development and performance improvement offered by Motis. The Service may also provide information and links related to other Motis products and services, and third-party products and services.
IF YOU DO NOT ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, MOTIS IS UNWILLING TO LICENSE THE SERVICE TO YOU, NO LICENSE IS GRANTED AND YOU ARE NOT AUTHORIZED TO INSTALL OR USE THE SERVICE.
This Agreement governs your use of the Service only. Any other contractual agreements between You and Motis or between you and any user of the Service remain in effect.
1. Software Delivery and Acceptance
Subject to Your agreement to be bound by all terms and conditions of this Agreement, Motis authorizes You to use and access the Website. The Website is deemed accepted by You when you access the Website. Accessing the Website is free.
2. License Terms and Conditions
Subject to all terms and conditions of this Agreement, Motis hereby grants You a non-exclusive, personal, non-transferable, non-assignable, limited license to use and access the Website in accordance with this Agreement and any and all agreements and documents executed by You or delivered by Motis. The Website is licensed to you, not sold, and Motis reserves the right to revoke such license at any time and disable your ability to use or access the Website for any reason or for no reason.
4. Proprietary Rights
The Website is protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties. All rights in the Website not expressly licensed under this Agreement are reserved to Motis. You shall not reproduce, retransmit, disseminate, sell, publish, broadcast, circulate, rent, lease, sublicense, assign, or otherwise transfer any portion of the Website except as expressly authorized in this Agreement. No right to use any trademark or trade name of Motis is granted to You hereunder other than the right to display the Motis marks that are placed on the Website, in which case such marks may not be altered or removed by You without written approval by Motis.
5. User Content.
Motis does not have the obligation to, and does not, pre-screen any User Content. However, Motis reserves the right to remove or edit any User Content at any time and without notice to You. When you use the Website, you agree not to upload, post, modify, distribute, email, transmit, or otherwise make available any User Content that:
A. is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise injurious to third parties;
B. is protected by any patent, trademark, trade secret, copyright, or other intellectual or proprietary right, unless you own such rights or have received all necessary consent;
C. impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, or interfere with someone else’s use of the Site;
D. falsely provides a review for a product or element of the Website that you have not purchased or used, or misrepresents your experiences relating to any products or element of the Website;
E. constitutes a charity request, petition for signatures, chain letter, letter or information relating to one or more pyramid schemes, advertising or solicitation for funds, political campaigning, mass mailing, any form of unsolicited commercial email or "spam," or an offering or dissemination of fraudulent goods, services, schemes or promotions;
F. is sent via unsolicited email, if such email could reasonably be expected to provoke complaints from its recipients;
G. is harmful, including without limitation, viruses, Trojan horses, worms, time bombs, zombies, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information; and/or
H. violates any applicable local, state, national or international law.
(collectively “Prohibited User Content”). You represent and warrant that You have the necessary rights to any User Content you upload, and that any future use of that content, regardless of how the content is used, will not violate any third-party’s rights.
6. Digital Millennium Copyright Act – Notice & Takedown
If you are a copyright owner and believe that any User Content infringes upon your copyright rights, you may submit a notification to Motis’s Designated Agent at: email@example.com or 1011 Western Ave Suite 600, Seattle, WA. Pursuant to the Digital Millennium Copyright Act 17 U.S.C. Sec. 512(c)(2), such notification must include:
A description of the copyrighted work that you claim has been infringed; a description of where the alleged infringing material is located; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; Your contact information (email and telephone number); and a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.
7. Further Representations and Warranties
You represent and warrant the following during your download, installation, and/or use of the Website:
A. You are not located in a country that is subject to a U.S. Government embargo, or has been designated by the U.S. Government as a “terrorist supporting” country;
B. You are not listed on any U.S. government list of prohibited or restricted parties;
C. You possess all necessary rights to post any User Content you post using the Website; and
D. You will not post any Prohibited User Content.
8. Third Party Content
Third-Party Content may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright and trademark laws. You may not use such proprietary content, information or materials in any way whatsoever except to use the Website for its intended purposes.
9. Internet Access
Use of the Website requires an internet connection and may result in charges from your cellular service provider. Motis is not responsible for any such charges. Motis is also not liable for any disruption, failure or malfunction of the Internet or other service providers or for any other situation or event that is out of Motis’ direct control. MOTIS IS NOT RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF YOUR CELLULAR COMMUNICATION OR INTERNET SERVICE PROVIDERS, OR UNAVAILABILITY OR ERRORS ASSOCIATED WITH THEIR SYSTEMS OR SERVICES.
10. Restrictions on Use
Unless and to the extent specifically provided otherwise in writing by Motis, you may not:
A. separate any individual component of the Website for use;
B. incorporate any portion of the Website into other software or compile any portion of it in combination with other software;
C. use the Website, or any portion of Website, with any other service or over a network;
D. sell, rent, lease, lend, loan, distribute, assign or sublicense the Website or otherwise transfer any rights to it in whole or in part;
E. modify, reverse engineer, decompile, remove any proprietary notices or disassemble the Website in whole or in part, or create any derivative works from or of the Website, or encourage, assist or authorize any other person to do any of these things; or
F. make copies of or distribute the Website or electronically transfer it or any portion of it from one computer to another or over a network.
We may discontinue some or all of the functionality of the Website at any time. We may also terminate your right to use the Website at any time, and in such event we may modify it to make it inoperable. You agree to abide by all laws and regulations in effect regarding your use of the Website, including without limitation, all driving laws and laws relating to copyright-protected content. You may not authorize or assist any third party to do any of the things prohibited in this paragraph.
Motis may from time to time, in its sole discretion, make updates, modifications, supplements or new versions of the Website or portions thereof available to You under this Agreement for the purpose of, among other things, distributing bug fixes, patches and feature improvements. We highly recommend that you enable automatic updating on your mobile device or that you promptly install all updates as they appear. Motis disclaims any and all liability relating to Your failure to install any updates to the Website. Notwithstanding the foregoing, Motis does not have any obligation to provide any bug fixes, modifications, updates, or technical or end user support for the Website.
12. Collection and Use of Data
13. Login Credentials.
You shall not share Your user account information with others or allow third parties to use Your login credentials to the Website at any time or for any reason unless otherwise allowed in writing by Motis. You warrant, and Motis may assume and rely on the assumption, that any and all activity and use of the Website under Your user account is done by You. You are solely responsible for maintaining the security of, for example, your username, password, and all other user account information, and You agree that Motis will not be liable for any loss or damages resulting from use of your account by others.You shall notify Us immediately of any unauthorized access to or use of Your account information or of Your login credentials.
You shall defend, indemnify, and hold harmless, Motis and its owners, officers, members, managers, directors, shareholders, subsidiaries, joint-ventures, partners, employees, agents, licensors, and licensees from and against any and all claims, actions, suits, proceedings, demands, losses, liabilities, damages, judgments, settlements, penalties, costs, and expenses (including without limitation all reasonable attorneys’ fees), known and unknown, arising out of (i) your use of the Website; (ii) any dispute between you and any other user or users; (iii) your use, creation or posting of Prohibited User Content; (iv) your violation or breach of this Agreement including, but not limited to, any representations or warranties made herein, or (v) the infringement by you, or any other user of your username or account, of any intellectual property or right of any person or entity.
15. Disclaimers; Limitations of Liability
MOTIS DOES NOT PROMISE THAT THE WEBSITE OR ANY FUNCTIONALITY THEREOF WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT YOUR USE OF THE WEBSITE WILL PROVIDE SPECIFIC RESULTS. THE WEBSITE IS PROVIDED BY MOTIS “AS-IS” AND “AS-AVAILABLE” WITHOUT ANY OTHER WARRANTY OR REPRESENTATION OF ANY KIND. MOTIS CANNOT ENSURE THAT THE WEBSITE OR ANY FILES OR OTHER DATA YOU DOWNLOAD IN RELATION TO THE WEBSITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. YOUR USE OF THE WEBSITE, AND THE RESULTS AND PERFORMANCE ACHIEVED USING THE WEBSITE, IS AT YOUR OWN RISK. MOTIS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE WITH RESPECT TO THE WEBSITE. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF THE USE OR PERFORMANCE OF THE WEBSITE REMAINS WITH YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MOTIS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEBSITE, ANY PROVISION OF OR FAILURE TO PROVIDE SUPPORT, OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF MOTIS, AND EVEN IF MOTIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If, notwithstanding the other provisions of this Agreement, MOTIS is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Website, MOTIS’ liability shall in no event exceed the greater of (1) the total of any subscription or similar fees with respect to the Website paid TO MOTIS in the six months prior to the date of the initial claim made against MOTIS, or (2) US$200.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.
Without limiting its rights and remedies, if You fail to comply with the terms and conditions of this Agreement, Motis may, in its sole discretion, terminate this Agreement upon any such failure. Upon termination of this Agreement, You must promptly cease all use of the Website and discontinue exercising all license rights granted by this Agreement. Sections 2 through 21 of this Agreement will survive any termination of this Agreement.
17. Dispute Resolution; Choice of Law
This Agreement shall be construed and controlled by the laws of the State of Washington without reference to its choice of law provisions, and You consent to exclusive jurisdiction and venue in the federal courts sitting in Seattle, Washington, unless no federal jurisdiction exists, in which case You consent to exclusive jurisdiction and venue in the applicable Washington State Court located in Seattle, Washington. You waive and covenant not to assert all defenses of lack of personal jurisdiction and forum non conveniens.
18. Export Law Compliance
You acknowledge that the Website is of U.S. origin. You agree to comply with all applicable international and national laws that apply to the Website, including all applicable U.S. export-control laws and regulations, as well as any end-user, end-use and destination restrictions issued by U.S. and other governments.
19. Other Agreements
This Agreement constitutes an individual consent by You to be bound by the terms of this Agreement and is the entire agreement between You and Motis with respect to Your use of the Website, and any and all other written or oral agreements or understandings previously existing between You and Motis with respect to such use are hereby superseded and cancelled. This Agreement is not intended to supersede or replace any other agreements entered into with Motis by You or Your company. To the extent there are any conflicts or inconsistencies between this Agreement and any other agreement, policy or documentation between You and Motis, the following order of precedence will apply for resolving such conflicts or inconsistencies: (i) this Agreement shall control; and then (ii) any other agreements, policies, or documentation.
20. Void Where Prohibited
Although the Website is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Website are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. Motis reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or Website to any person or geographic area. Any offer for any feature, product or service made on the Website is void where prohibited. If you choose to access the Website from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.
If any of the provisions of this Agreement are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of this Agreement, so that this Agreement shall remain in full force and effect. Motis’ failure to insist on or enforce strict performance of this Agreement shall not be construed as a waiver by Motis of any provision or any right it has to enforce this Agreement, nor shall any course of conduct between Motis and you or any other party be deemed to modify any provision of this Agreement. This Agreement shall not be interpreted or construed to confer any rights or remedies on any third parties.