This is an agreement between you and Motio. Please read these Terms carefully before using or obtaining any materials, information, products or services through the Site. By accessing, using, obtaining, or purchasing any content, data, materials, information, products or services through or from the Site, you are indicating your full and complete acceptance of and agreement to be bound by these Terms, without modification. If you do not agree to be bound by this Agreement, and/or if you object to any of the terms contained within this Agreement, please do not use or access the Site, or purchase or utilize any products or services offered by or through the Site.
1.0 Limited License. Motio grants you a limited license to access, review and use the Site for your own personal, non-commercial use, provided that you accept the terms and conditions set forth in this Agreement. All of the material, software, HTML or other code, documents, text, designs, graphics, artwork, trademarks, logos, images (including photographs), audio and video contained or displayed on the Site (collectively, “Content”), including but not limited to the design, layout, structure, selection, expression, and/or arrangement of the Content, is owned exclusively by Motio or Motio’s partners (hereinafter, “Affiliate(s)”), or is being used by Motio with permission, and is protected by applicable copyright, trade dress, patent, trademark or trade secret laws, and other intellectual property and unfair competition laws. You will not use, modify, reproduce, duplicate, copy, sell, resell, translate or exploit the Content for any commercial purpose. None of the Content may be reverse-engineered, disassembled, decompiled, transcribed, resold, redisplayed or redistributed without the specific prior written consent of an authorized Motio representative. Your use of the Content is limited to one copy for personal, non-commercial viewing and use only, and you acknowledge that you do not acquire any ownership rights by downloading or accessing the Content.
The trademarks, service marks, logos, trade dress, device, design or any other designation (the “Trademarks”) used and displayed on the Site are the registered and unregistered Trademarks of Motio, its Affiliates or other third parties. Nothing on the Site should be construed as granting, by implication, or otherwise, any license or right to use any of the Trademarks, without the prior written permission of Motio or the relevant third party. Motio prohibits the use of any of its logos as part of a link to or from any website, unless such link is approved in advance by Motio in writing. Further, the design and layout of the Site are protected as Motio’s trade dress or copyrighted works and may not be copied or imitated, re-transmitted, disseminated or displayed, in whole or in part. References to or the inclusion of other third party Trademarks on the Site are for identification purposes only and do not indicate that such third parties have approved the Site or any of its Content. As noted above, this Agreement does not grant you any right to use the Trademarks of other parties.
2.0 Use the Site Carefully. In order to purchase or access a product or service offered on the Site, you may be required to register and set up an account with the Site and/or Motio, and create a unique user name and password. You may only register to become a member of the Site if you are of sufficient legal age and can enter into binding contracts. In the event you choose to register with the Site, you agree to: create only one account; provide accurate and complete registration information; safeguard your login and account information; and supervise the use of your account at all times. You are solely responsible for maintaining the secrecy of your passwords, login and account information, and for any activity that occurs while you are signed into your account or while you are using the Site. Your account is non-transferrable and may not be sold, combined or shared with another person.
Regardless of whether you register with the Site, you agree not to use the Site for any purpose that is unlawful, illegal or forbidden by these Terms or under the law. In addition, you agree not to do any of the following without the prior express written permission of Motio: (i) access the Site with any manual or automated process for any purpose other than your personal use or for inclusion of Motio pages in a search index; (ii) violate the restrictions in any robot exclusion headers on the Site or bypass or circumvent other measures employed to prevent or limit access to the Site; (iii) deep-link to any portion of the Site for any purpose; (iv) use any device, software or routine that interferes or attempts to interfere with the normal operation of the Site or take any action that imposes an unreasonable load on our computer or network equipment; (v) access the Site with intent to obtain Motio intellectual property with which to undertake work that may be detrimental now or in the future to Motio or its licensors; (vi) use the Site for commercial purposes, including commercial solicitation purposes; (vii) use the Site to collect personally identifiable information about a third party; (viii) use the Site to impersonate another Site user; or (iv) attempt to gain access to data not intended for you, e.g., log on to an account which you are not authorized to access or access secured areas of the Site that you are not intended to access. If you violate these Terms, we may, at any time, and in our sole discretion, without advance notice or liability, terminate your account or terminate or restrict your access to all or any components of this Site.
3.0 Use of the Site Generally. The Site is private property and all interactions on the Site or through links from the Site must be lawful and comply with this Agreement. The Site may contain or include an interactive online chat service or other areas in which you and third parties may publish, post, and obtain access to various kinds of information on the Site (“Interactive Areas”). When using or accessing the Site, including the Interactive Areas, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish content that:
- infringes on the copyright, trademark, trade secret or other intellectual property or proprietary rights of others;
- violates the privacy, publicity or other rights of others;
- is unlawful, immoral, defamatory, discriminatory, libelous, pornographic, obscene, abusive, threatening, harassing, hateful, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, or violates any law in any country, or is otherwise inappropriate, as determined by Motio in its sole discretion;
- is false or inaccurate;
- is technically harmful, including without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data, or other malicious software or harmful data; or
- could damage Motio or any of its parent companies, sister companies, affiliates, advertisers, partners or other parties.
You may also not use a false e-mail address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content. You also may not upload commercial content onto the site.
If Motio provides such Interactive Areas, you are solely responsible for your use of the Interactive Areas and agree to use them at your own risk. You grant Motio a perpetual, non-exclusive, royalty-free, unrestricted, fully sublicensable, unencumbered and worldwide right to use, copy, modify, adapt, reproduce, display, distribute, publish, translate, and create derivative works from any content, materials, comments, advice, ratings, postings or communications made by you and posted on the Site or any associated Site for any purpose. You further agree that Motio is free to use any ideas, concepts, know-how that you or individuals acting on your behalf provide to us. You grant Motio and its Affiliates the right to use the name you submit in connection with such material, if we so choose. You represent and warrant that you own or otherwise control all the rights to the content or material you post or otherwise submit to Motio or its Affiliates; that the content or material is accurate; that use of the content or material you submit does not violate any provision herein or the law and will not cause injury to any person or entity; and that you will indemnify Motio for all claims resulting from content or material you supply.
Motio has the right to monitor the content contained within these Interactive Areas, and may remove materials from these Interactive Areas that it, in its sole discretion, finds to be objectionable, inappropriate, or in violation of this Agreement, but has no obligation to do so. Any opinions, advice, ratings, postings, or communications made by you or any other user within the Interactive Areas (“Comments”) are those of the respective author and are not the official opinions of Motio. Motio specifically disclaims any liability with regard to any Comments made by you or any third party in the Interactive Areas and any actions resulting from your participation in the Interactive Areas. You further understand and agree that any Comments that you submit to the Interactive Areas of the Site are public, not private.
With regard to the interactive online chat service made available on or through the Site, nothing that Motio communicates to you in connection with the chat service will be considered a legal agreement, representation or warranty by Motio. This service is provided for your convenience to assist you in understanding Motio’s products, services and/or the information contained on the Site.
5.0 No Warranties of Any Kind. The Site, all Content ON THE SITE, ALL THIRD PARTY CONTENT POSTED ON THE SITE, AND ALL products and services provided on or through the Site are provided on an “as is” and “as available” basis, WITHOUT WARRANTIES OF ANY KIND UNLESS EXPRESSLY STATED OTHERWISE. YOUR USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK. Motio expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and security and accuracy, as well as all warranties arising by usage of trade, course of dealing, or course of performance, TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, NEITHER MOTIO NOR ITS RESPECTIVE EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, ATTORNEYS, OR AFFILIATES, MAKE ANY WARRANTIES THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, NOR DO THEY MAKE ANY REPRESENTATIONS, GUARANTIES, OR WARRANTIES RELATING TO THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE SITE, OR THE PRODUCTS AND SERVICES SOLD OR MADE AVAILABLE THROUGH THE SITE. Motio makes no warranty, and expressly disclaims any obligation, that: (a) THE SITE OR CONTENT will meet your requirements or will be available on an uninterrupted, timely, secure, or error-free basis; (b) the content OR THE SITE will be up-to-date, complete, comprehensive, accurate or applicable to your circumstances; (c) the results that may be obtained from the use of THIS SITE or any PRODUCTS OR services offered through the site will be accurate or reliable; (d) the quality of any products, services, information, or other material obtained by you through the site will meet your expectations OR REQUIREMENTS; OR (E) THAT THE GOODS OR SERVICES OR SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FURTHERMORE, MOTIO DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE BY THE USERS OF THE SITE, ANY COMMENTS OR USER CONTENT POSTED ON OR ACCESSIBLE FROM THE SITE OR ANY LINKED SITES. IF YOU ARE DISSATISFIED WITH THE SITE OR ANY OF THE CONTENT OR COMMENTS CONTAINED OR DISPLAYED ON THE SITE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SITE. YOUR USE OF ANY THIRD PARTY PROVIDERS AND AFFILIATES AND/OR THEIR PRODUCTS OR SERVICES IS AT YOUR OWN RISK.
6.0 Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL MOTIO OR ITS RESPECTIVE EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, ATTORNEYS, OR AFFILIATES BE responsible or liable for (a) any damages to or viruses that may infect your computer, computer equipment, telecommunications EQUIPMENT or other property as the result of your use OF or access to The site or your downloading of any content from the site or (b) any injury, death, loss, claim, act of god, accident, delay, or any direct, special, exemplary, punitive, indirect, incidental or consequential damages of any kind (including without limitation lost profits or lost savings), whether based in contract, tort, strict liability or otherwise (EVENT IF MOTIO HAS BEEN ADVISED OF THE possibility OF SUCH DAMAGES), that arise out of or THAT ARE in any way connected with (i) any use of THE SITE or content, (ii) mistakes, omissions, errors, defects, failures or delays (including without limitation the use of or inability to use the site, or any component of THE SITE or delays in operation or transmission or the failure of performance of any kind), or (iii) the performance or non performance by us or any provider or AFFILIATE. STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. IN ALL EVENTS, THE AGGREGATE LIABILITY OF MOTIO AND ANY OTHER PARTY INVOLVED IN CREATING, ADMINISTRATING, PRODUCING OR DISTRIBUTING THE SITE, IF ANY, SHALL BE LIMITED TO $50.00.
7.0 Help us help you. You will defend, indemnify and hold Motio and its Affiliates, and each of our or their respective officers, directors, employees, agents, and attorneys, harmless from and against any claim, cause of action, liability, expense, damage, loss or demand, including, without limitation, reasonable attorneys’ fees and accounting fees, arising out of, or in any way connected with your breach of these Terms or the agreements made part of these Terms by reference, or your use of or access to the Site.
8.0 Our Affiliates. Motio’s display on or through the Site of product or service options offered by its Affiliates does not in any way imply, suggest, or constitute any sponsorship or approval by Motio of the Affiliates or any affiliation between any such Affiliate and Motio. Motio’s display of a specific product or service option offered by one or more of its Affiliates furthermore does not constitute a recommendation by Motio as to that specific product or service option. You agree that Motio is in no way responsible for the accuracy, timeliness or completeness of the information it may obtain from its Affiliates. This information is provided for your convenience only. Your interaction with any of the Affiliates accessed through or referenced on the Site is entirely at your own risk, and you agree that Motio shall not be liable with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such Affiliate or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the Affiliates. You further agree to abide by the terms or conditions of purchase imposed by the Affiliates with whom you elect to do business.
10.0 Users Outside of the United States. If you access the Site from outside the United States, you consent to having your personal data transferred to and processed in the United States. While the Site is accessible worldwide, not all products, services or content discussed, provided, referenced, or offered through or on the Site are appropriate or available for use outside of the United States, and Motio makes no representations in this regard. Any offer for a product, service or content through the Site is void where prohibited. You agree not to use the Site if you are prohibited from receiving products, services or content originating from the United States and Motio reserves the right, in its sole discretion, to limit the products, services, or content made available on the Site to any person or geographic area. If you choose to access the Site from outside the United States, you do so on your own accord and are solely responsible for complying with applicable local laws.
11.0 Catch All Clause. Nothing in these Terms shall be construed or deemed to constitute any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between Motio and you, and neither party shall have the right or authority to contract or bind the other in any manner whatsoever. You may not assign, delegate or transfer your rights or obligations under these Terms. Motio may assign its rights and duties under these Terms without such assignment being considered a change to the Terms and without notice to you.
These Terms, together with those agreements made a part of these Terms by reference or modification, alteration or update, make up the entire agreement between us relating to your use of the Site, and replace any prior understandings or agreements (whether oral or written) regarding your use of the Site.
The laws of the State of Texas (USA), without regard to its conflict of laws rules, will govern these Terms, as well as your and our observance of them. If you take any legal action relating to your use of the Site or these Terms, you agree to file such action only in the state and federal courts located in Dallas, Texas (USA). Exclusive jurisdiction and venue in connection with any dispute between you and Motio (“Dispute”) shall lie in the state courts located in Dallas, Texas, or in the federal court in the Northern District of Texas. In any such Dispute initiated by Motio, only Motio will be entitled to recover all legal expenses incurred in connection with the action, including but not limited to costs, both taxable and non-taxable, and reasonable attorneys’ fees. You hereby waive any right you might have to resolve such Dispute on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public or other persons similarly situated.
You acknowledge that you have read and understood these Terms, and that these Terms have the same force and effect as a signed agreement. Motio’s failure to insist upon or enforce strict performance of any provision of Agreement, in whole or part, shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any term or provision of this Agreement.
If any of the terms or conditions of this Agreement are declared void, unenforceable or invalid, by any judicial or administrative authority having proper jurisdiction over the parties and after all appeals have been exhausted, this declaration shall not, in and of itself, nullify the remaining terms and conditions of this Agreement, which shall remain in full force and effect.
12.0 Tell Us What You Really Think. We would like you to share your comments and questions with us through the Site, but please keep in mind that we may not be able to timely respond to you, and that we are not obligated to respond to you. Please use caution before disclosing information or material to us through the Site. You are responsible for whatever information and material you submit to Motio. Please do not reveal or disclose trade secrets or other confidential or proprietary information to us through the Site. Please also do not communicate unsolicited ideas to us through the Site. Motio assumes no responsibility for reviewing and will not be obligated to anyone who discloses an unsolicited idea to Motio through the Site (like ideas for new products or services, advertising ideas, or other information regarding innovations or inventions that relate to Motio’s business). Motio is furthermore not obligated to keep the unsolicited idea confidential, or to compensate you for the disclosure of such unsolicited idea or for the development or use of the unsolicited idea. Motio also shall not be liable for any similarities between its future products/services or programs and those unsolicited ideas. To speak with us further, you may contact us through the online form located at https://motio.com/contact/, or write to us at : Motio, Inc., ATTN: Website Admin, 7161 Bishop Rd. STE 200, Plano, TX 75024.