These Terms of Service (these “Terms”) govern your access to and use of the internet-based services offered by Motimatic, PBC. (“Motimatic”, “we” or “us”) at and through the website motimatic.com and dashboard.motimatic.com (such services, applications and the website are collectively referred to as the “Service”).
PLEASE READ THESE TERMS CAREFULLY. YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SITE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE.
If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind the entity to all terms and conditions of this Agreement and, “you” and “your” in this Agreement shall refer to such entity. If you do not have such authority or if you do not agree to all the terms and conditions in this Agreement, you may not select the “I AGREE” button and may not use the Service.
We may make changes to these Terms or to the Service from time to time without prior notice to you. When such changes to these Terms are made, we will make the updated Terms available on our website. You understand and agree that your use of the Service after the date on which these Terms have changed, constitutes acceptance of the updated Terms. If the modified Terms of Use are not acceptable to you, your only recourse is to cease using the Site. These Terms of Use may only be modified in writing as set forth in this paragraph, and may not be modified orally.
In order to access and use the Service, you may have to create an account with us. If so, you must provide accurate and complete registration information in order to use the Service. You are responsible for using the Service in a private and secure manner. We are not liable for any damage or loss due to unauthorized account access resulting from your actions. If you become aware of any unauthorized use of your password or your account, you agree to notify us immediately at support@motimatic.com. You may create your own account, or one may be assigned or provided to you by someone else, for example, an administrator or another user who has invited you to access and use the Service. Such employer, administrator or other user may be able to access and view your use of the Service as well as restrict or terminate your access.
You may not use the Service for any illegal activity or to violate laws in your jurisdiction. You may not exploit the Service to access confidential information of any other person. The Service is not intended for children under 13, and by using the Service, you are representing that you are at least 18.
Your access to and use of the Service is subject to the privacy policy available at motimatic.com/privacy-policy (the “Privacy Policy”), which is incorporated into these Terms and considered a part of these Terms. You agree that you have reviewed the Privacy Policy and understand the ways in which we collect, use and share information about and relating to you and others when you use the Services (your “Personal Information”). By accessing and using the Service, you consent to the collection, use and sharing of such Personal Information in accordance with the Privacy Policy and to us potentially storing, processing and transmitting such Personal Information outside of the country in which you reside, or are located, at the time you access and use the Service as described in more detail in the Privacy Policy.
You agree that you are responsible for your own conduct while accessing or using the Service and for any consequences thereof. You agree to use the Service only for purposes that are in accordance with these Terms and any applicable laws or regulations. You shall not reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of the Service. Unless expressly set forth herein, you may not use, copy, modify, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, deliver, or otherwise transfer, directly or indirectly, any rights in the Service. You may not resell or act as a service bureau for the Service or any component thereof. You may not remove from the Service, or alter or add, any Marks or copyright notices or other proprietary rights markings.
You may be able to access or use third-party services, products, resources, content or information, including without limitation products and services offered by our partners (“Third Party Materials”) via the Site. You acknowledge sole responsibility for and assume all risk arising from your access to or use of any such Third Party Materials and Motimatic disclaims any liability that you may incur arising from your access to or use of such Third Party Materials. You acknowledge and agree that Motimatic: (a) is not responsible for the availability or accuracy of such Third Party Materials or the products or services on or available from such Third Party Materials; (b) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to or use of such Third Party Materials; and (c) does not make any promises to remove Third Party Materials from being accessed through the Site. Your ability to access or link to Third-Party Materials or third party services does not imply any endorsement by Motimatic of Third Party Materials or any such third party services.
By using the Site, you agree to accept advertisements that are offered through the Site. Such advertisements may be provided by us or by third party advertising providers contracted by us. Any information collected by such third-party advertising providers are subject to the policies of such providers.
You acknowledge and agree that Motimatic owns all legal right, title and interest in and to the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist). These terms do not convey to you any rights of ownership in or related to the Service or any intellectual property rights.
If you give feedback on the Site, for example recommendations for improvements or features, such feedback will be deemed non-confidential and non-proprietary, and implementation of that feedback is owned by us and may become part of the Site without compensation to you. We reserve all rights in and to the Site unless we expressly state otherwise. The Site contains proprietary and confidential information that is protected by applicable intellectual property and other laws.
You may not decompile, reverse engineer, disassemble, or otherwise reduce the Site to a human-perceivable form, except and only to the extent that such activity is expressly permitted by applicable law, and in that case, only if you notify us in writing in advance. You may not copy, frameset, enclose or otherwise distribute any part of the Site.
All graphics, logos, service marks, and trade names, including third-party names, product names, and brand names (collectively, the “Marks”) relating to the Service are the trademarks of the Company. You are prohibited from using any Marks without the Company’s prior written permission, which shall be provided in our sole and exclusive discretion. We reserve all rights and interests not expressly granted in this Agreement, and no direct or indirect ownership interest or license right in or to the Company’s Marks, the Service or any other Company intellectual property is granted to Client or created by implication in this Agreement. Unless you direct otherwise, you agree that we may list you as a client in our marketing, business development and/or public relations materials and announcements.
You agree not to disable, interfere, or try to get around any of the features of the Site related to security, or enforcing the limits on the use of the Site.
You acknowledge that temporary interruptions in the availability of the Site may occur from time to time as normal events. Also, we may decide to cease making available the Site or any portion of the Site at any time and for any reason. Under no circumstances will Motimatic or its partners be held liable for any damages due to such interruptions or lack of availability.
In connection with your use of the Service, you may submit, or cause to be submitted, and store within the Service electronic data, text, messages, communications and other materials or information about you, your business, your infrastructure, your customers, vendors, sales, accounting or financial results and records, inventories and other business data (the “Service Data”). You retain copyright and any other rights you already hold in the Service Data and you are responsible for protecting those rights in your discretion. By uploading or submitting your Service Data through the Service you give us a worldwide, fully paid-up, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, share and distribute such Service Data for the purpose of (i) enabling us to provide you with the Service and (ii) providing non-identifiable aggregate data and analysis based on your Service Data to third parties in our sole discretion. You represent and warrant that: (i) you either own your Service Data or have the necessary licenses, rights, consents, and permissions to grant the rights and licenses granted in these Terms, and (ii) our exercise of the license rights herein does not and will not require obtaining a license from or paying any fee or royalties to any third party.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
We retain all rights, title, and interest in any and all information, data, and content generated by the Motimatic through operation of the Service, or in any output generated by operation of the Service (the “Motimatic Content”, together with Service Data, the “Content”). As between Motimatic and you, Motimatic is the owner or applicable licensor of the Motimatic Content. In connection with our provision of the Service to you, except as otherwise provided in this Agreement, as between you, on the one hand, and Motimatic, on the other hand, Motimatic retains all right, title, and interest in and to Motimatic Content.
We may terminate or suspend the Site or any part of the Site, terminate or suspend your use of the Site, or block any IP address at any time without cause without any liability to you.
Further, we may terminate or suspend your permission to use the Site immediately and without notice upon any violation of these Terms of use, your failure to pay any fees when due, upon the request of law enforcement or government agencies, for extended periods of inactivity, for unexpected technical issues or problems or for engagement by you in fraudulent or illegal activities. If we terminate your use of the Site for any of these reasons or otherwise for cause, we will not refund any fees you may have paid.
Upon any termination we may bar you from further use of the Site. You agree that we will have no liability to you or any third party for termination of your access to the Site.
USE OF THE SITE IS AT YOUR OWN RISK. THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY AND ITS AFFILIATES, SUPPLIERS AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
MOTIMATIC AND ITS AFFILIATES, SUPPLIERS AND PARTNERS MAKE NO WARRANTY THAT (i) THE SITE OR ANY PRODUCTS PURCHASED THROUGH THE SITE WILL MEET YOUR REQUIREMENTS; (ii) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THAT THERE WILL BE NO ERRORS IN THE SITE OR THAT MOTIMATIC WILL FIX ANY ERRORS. ANY MATERIALS OBTAINED THROUGH USE OF THE SITE ARE OBTAINED AT YOUR OWN DISCRETION AND RISK AND THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES OR OTHER DESTRUCTIVE CODE RESULTING FROM USE OF THE SITE OR ANY CONTENT OBTAINED FROM THE SITE.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MOTIMATIC, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THE LIMITATIONS ON OUR LIABILITY TO YOU ABOVE SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY AND THE LIABILITY OF EACH OF OUR OFFICERS, MANAGERS, INVESTORS, EMPLOYEES, AGENTS, ADVERTISERS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND OTHER CONTRACTORS TO YOU OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCE IS LIMITED TO A MAXIMUM AMOUNT OF $100.
You agree to indemnify and hold harmless Motimatic and its affiliates, suppliers, partners, officers, agents, and employees from and against any claim, demand, losses, damages or expenses (including reasonable attorney's fees) arising from your use of the Site, your connection to the Site, your violation of these Terms of Use or your violation of any rights of any third-party. Your indemnification obligation will survive the termination of these Terms of Use and your use of the Site.
The Service may include hyperlinks to other web sites or content or resources or email content. We may have no control over any web sites or resources which are provided by other parties. You acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and do not endorse any advertising, products or other materials on or available from such web sites or resources. You acknowledge and agree that we are not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources. You may be exposed to things on other websites that you do not like or that you find offensive. We are not responsible for this, either. You must use your own discretion when you go to other websites. You should also read the terms and conditions and privacy policies of these other websites.
These Terms constitute the whole legal agreement between you and us and govern your use of the Service and completely replace any prior agreements between you and us in relation to the Service, including prior versions of these Terms. Should any provision of these Terms be found invalid or unenforceable, the remaining terms shall still apply.
There are no third-party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
You agree that we may provide you with notices, including those regarding changes to these Terms, by email, regular mail, or postings on the Service or our website at our sole discretion. By providing us your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
You agree that if we don’t exercise or enforce any legal right or remedy which is contained in these Terms (or of which we have the benefit of under any applicable law), this will not be taken to be a waiver of our rights and that those rights or remedies will still be available to us.
These Terms, and your relationship under these Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You agree to submit to the exclusive jurisdiction of the courts located within the county of Alameda County, California to resolve any legal matter arising from these Terms.
You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent (not to be unreasonably withheld).
