(a) You are not required to register to use the Website. However certain features on the Website may only be available if you do register.
(b) When you register, we may provide you with an initial password (which you may be able to change at a later stage) and user name which is personal to you. You must keep any user name and password that are allocated to you private, and not disclose them to any other person. If you have lost or forgotten your password, you can request that we send a reminder email containing your password to your registered email address.
(c) You may cancel your registration, by notifying your account manager and providing your user name, or cancel online within the motiveOS application.
To create an account, you must be at least 18 years of age.
(a) The Website is subject to copyright and possibly other intellectual property rights.
(b) We grant you a limited, non-transferable licence to access and use the Website solely for your personal, non commercial purposes.
(c) We (or our licensors) retain all right, title, and interest in and to the Website, and nothing you do on or in relation to the Website will transfer any intellectual property rights to you or, except for the licence referred to in paragraph (b), licence you to exercise any intellectual property rights unless this is expressly stated.
(a) We encourage you to provide links to the Website. While you may use the name “motiveOS.com” in the text of any such link, you may not use the motiveOS logo or any of our other trademarks without our prior written consent.
(b) You must not frame this Website or represent or imply that any part of the Website belongs to anyone other than us.
(c) If we notify you that we object to the manner in which you provide links to this Website, you must immediately cease providing such links.
Some parts of the Website are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or we cancel it. You may cancel your Subscription renewal either through your online account management page or by contacting our customer support team.
A valid payment method, including credit card, is required to process the payment for your subscription. You shall provide us with accurate and complete billing information including full name, address, state, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize us to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, we will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
motiveOS may offer you certain features or a limited version of the Service on a cost-free basis. Unless earlier terminated as described in these Terms of Service, you can use the Freemium Services until the current Service offering expires and will not be extended by us or you upgrade to a paid account.
At any time and without notice, we reserve the right to (i) modify Terms of Service of our Free product offer, or (ii) cancel such Free product offering.
Motive Holdings Pty Ltd, in its sole discretion and at any time, may modify Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
We will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.
Your continued use of Website after Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Except when required by law, paid Subscription fees are non-refundable.
(a) While every effort has been made to show as accurately as possible the colours of any content forming part of the Website, we cannot guarantee that your computer monitor will display the colour of such content accurately.
(b) The material provided and views expressed by other users of the Website are the materials of those users and are not ours.
(a) You must not provide any material through the Website (Your Content) that:
(b) By providing us with any of Your Content, you:
(c) You agree to indemnify and hold us (including any of our directors, officers, employees and contractors) harmless from any claim made by any third party arising out of Your Content.
(e) Our Website is not designed to be a long-term storage medium. You are solely responsible for securing and backing up Your Content.
In using the Website, you must not:
(a) provide us with inaccurate or incomplete information;
(b) violate any applicable laws, or use the Website for any purpose that is unlawful;
(c) distribute viruses, spyware, corrupted files, or any other similar software or programs that may damage the operation of any computer hardware or software;
(d) collect or store data about other users of the Website; or
(e) engage in any other conduct that inhibits any other person from using or enjoying the Website.
(b) In particular, and without limiting paragraph (a):
(c) We recommend that you install and use up-to-date anti-virus, anti-spyware and firewall software on your computer.
(g) Subject to our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, we are not liable for, and no measure of damages will, under any circumstances, include:
whether in contract, tort (including negligence), in equity, under statute or on any other basis, whether or not such loss or damage was foreseeable and even if advised of the possibility of the loss or damage.
(h) Our liability to you is diminished to the extent that your acts or omissions (or those of a third party) contribute to or cause the loss or liability.
We may from time to time and without notice, vary, modify or discontinue, temporarily or permanently, any or all of the Website.
The Website may contain links to other third party websites and advertisements which include embedded links, which are provided for your information only. We have not reviewed any of the sites linked to the Website and are not responsible for the content or accuracy of any off-site pages or any other sites linked to the Website. The inclusion of any link or advertisement does not imply that we endorse or approve the linked site or the subject matter of the advertisement. You access third party websites entirely at your own risk and subject to the terms and conditions of use for those websites.
Unless the relevant party has the prior written consent of the other or unless required to do so by law, each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms. Each party’s obligations under this clause will survive termination of these Terms. The provisions of clauses 12.1.1 and 12.1.2 shall not apply to any information which:
12.1.1 is or becomes public knowledge other than by a breach of this clause;
12.1.2 is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
12.1.3 is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
12.1.4 is independently developed without access to the Confidential Information.
12.2.1 Data Processing Agreement
To the extent Customer Content that includes Personal Information is sent by Customer through the Application Services and Customer’s use of the Application Services involves transferring Personal Information outside the European Economic Area or Switzerland to any country not deemed by the European Commission as providing an adequate level of protection for personal data, the terms of the Data Processing Addendum available on request at firstname.lastname@example.org shall apply to such Personal Information and be incorporated into the Agreement.
If you believe the Website contains elements that are objectionable, or infringe copyright or any other rights, please contact us by email on email@example.com and provide particulars of such content and a detailed description of why it is objectionable or infringing.
(f) Neither party will be liable for any failure or delay in performing any of its obligations under these terms if such delay is caused by circumstances beyond that party’s reasonable control.
(g) Your use of the Website is conducted electronically, and you agree that we may communicate with you electronically for all aspects of your use of the Website, including sending you electronic notices.
(i) No waiver, delay or failure by us to take any action shall constitute or be construed as a waiver of that or any other term, condition, option, privilege or right we may have.