PLEASE READ THE FOLLOWING CAREFULLY:
- RESTRICTIONS ON USE OF CONTENT
The Site contains, or may prospectively contain, a variety of information. Motiv Solutions grants you a limited, non-exclusive, non-transferable, non-assignable, revocable license to view material displayed on the Site solely as set forth herein. All content displayed or made available on the Site, including, but not limited to, information, data, artwork, software, HTML code, software, music, sound, photographs, graphics, video, messages or other materials, that you upload, post or otherwise provide in connection with the Site (collectively, the "Content") is the exclusive property of Motiv Solutions, its clients or licensors. YOU MAY ONLY USE THE CONTENT SOLELY IN THE ORDINARY COURSE OF BUSINESS WITH US. EXCEPT AS EXPRESSLY PERMITTED HEREIN, YOU SHALL NOT (I) USE, COPY, MODIFY, DISPLAY, DELETE, DISTRIBUTE, DOWNLOAD, STORE, REPRODUCE, TRANSMIT, PUBLISH, SELL, RE-SELL, ADAPT, REVERSE ENGINEER, OR CREATE DERIVATIVE WORKS OF THE SITE MATERIAL, OR (II) USE THE SITE MATERIAL ON OTHER WEB SITES OR ANY MEDIA, e.g., SOCIAL MEDIA OR NETWORKING ENVIRONMENT, WITHOUT Motiv Solutions' PRIOR WRITTEN CONSENT. UNLESS OTHERWISE STATED HEREIN ALL CONTENT IS CONFIDENTIAL. YOU SHALL NOT USE OR DISCLOSE ANY ATTRIBUTES OF THIS SITE OR ITS CONTENT TO ANY THIRD PARTIES EXCEPT AS EXPRESSLY PERMITTED BY THESE TERMS.
This Site is controlled by us from our offices within the United States of America. If you choose to access this Site from locations outside the U.S., then you do so at your own risk and you are responsible for compliance with any local laws. You may not use or export anything (including information) from the Site in violation of U.S. export laws, regulations or the Terms. The Site is protected by copyright and/or trademark and/or other proprietary intellectual property rights, which are owned or licensed by us, and are protected under United States and international intellectual property laws.
- USER GENERATED CONTENT AND SITE ACTIVITIES
A. User Generated Content— Your Responsibility and License to Others.
Sometimes you may wish to provide Content, such as by uploading a video or information, or submitting comments. When you provide Content, you:
- represent and warrant that the Content is (a) wholly your original work, or (b) that you have all necessary right, title, interest and licenses to upload it and make it available to Motiv Solutions and other users for download, distribution and use under these Terms without (i) violation (by you, us, third parties, users or anyone else) of any applicable license, restriction or law, or (ii) a potentially adverse consequence to us, third parties, users or anyone else that you have not conspicuously disclosed within or to your Content. As used here, "adverse consequence," means a restriction governing the Content which could be triggered if we or others exercise a right under the license you grant below and which imposes an obligation, liability or impairment of rights on us or others that was not conspicuously disclosed by you before the exercise of a right. To disclose an adverse action, you agree to conspicuously place on or in the Content notice that adverse actions can result and that you may be contacted at the email address and telephone number in the notice to obtain your full disclosure of applicable licenses and restrictions applicable to the Content;
- grant Motiv Solutions, its affiliates, third parties' sub-licensees and successors and assigns, and each Site user who downloads your Content under these Terms, a perpetual, nonexclusive, worldwide, royalty-free, fully paid up, irrevocable license to: (i) use, copy, distribute, modify and create derivative works from the Content; (ii) publicly perform or display, license and distribute copies of the Content, modified Content and derivative works of the Content; and (iii) sublicense to third parties the foregoing rights, including the right to sublicense to further third parties, as necessary or advisable (as determine solely by Motiv Solutions or other licensed person in its sole discretion) to allow Motiv Solutions or other licensed person to fulfill its creative and marketing or governmental mission, to further its related operations, and to create, advertise, operate and manage the Site.
In addition to the rights above, you acknowledge and agree that we may keep your Content indefinitely and disclose it for any purpose, including but not limited to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third-parties; or (d) without undertaking a duty to do so, protect the rights, property, or personal safety of Motiv Solutions, its users and the public.
You agree not to upload, post or otherwise transmit through the Site any Content or any other materials whatsoever that are or could appear to: (i) be defamatory, obscene, invasive to another person’s privacy or protected data, or tortious; (ii) infringe upon anyone’s intellectual property rights, including any patent, trademark, trade secret, copyright, or right of publicity; (iii) contain any software viruses or any other harmful computer code, files, or programs, including any designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; and (iv) in violation of any applicable license, law or contractual or fiduciary duty or provision (including by exercise of the rights you grant to Motiv Solutions above).
Motiv Solutions anticipates that substantial Content will be made available to you and others through the Site or otherwise. Content may be outdated or contain typographical errors, inaccuracies, omissions, or problematic or defective functionality, and assistance will need your review. YOU AGREE NOT TO RELY SOLELY ON THE CONTENT AND TO DETERMINE ALL RELEVANT FACTORS ON YOUR OWN, INCLUDING, WITHOUT LIMITATION, ACCURACY, FUNCTIONALITY, QUALITY, RELIABILITY AND OTHER RELEVANT FACTORS. We reserve the right to monitor and exercise all other rights of ours, and also to modify or remove any Content or assistance at any time, but do not undertake any duty to do so.
Any opinions, advice, statements, assistance, services, offers, or information expressed or made available by third parties, including users, are those of the respective author(s) or distributor(s) and not of Motiv Solutions.
- Site Activities.
The Site is provided "as is" and when available, and we may change all Content, functionality and services in our discretion at any time. We may also do this for particular activities even if you have started to participate. Also, we or third parties might make a mistake and we reserve the right to correct anything, including, but not limited to, Content or assistance on the Site.
- No Commissions.
Unless we have expressly contracted to do so, we do not pay commissions or other sums any users for any use of this Site.
- INFRINGEMENT OF OUR RIGHTS OR THE RIGHTS OF OTHERS; YOUR WARRANTY
Our Site, including the Content, is protected by intellectual property laws. Your use of this Site is your agreement to comply with such intellectual property laws. Similarly, you agree that any violation by you would result in irreparable harm the Motiv Solutions. See the "Additional or Required Notices" section of these Terms for more information about our trademarks and copyrights. All rights not expressly granted to you are reserved. As for intellectual property rights of others, anyone who believes that their work has been infringed, may provide a notice to our copyright agent – see the Additional or Required Notices Section of these Terms. It is our policy to terminate inappropriate usage that may be associated with your account and we also reserve the right to exercise termination for even a single event of infringement.
- FEEDBACK; YOUR LICENSE TO US
We hope that you will provide your Feedback (as defined below) so that we may better support, improve and pursue our creative and marketing mission. However, you agree that you will not supply Feedback that infringes or violates the rights of others, and you hereby grant a License to Motiv Solutions (as defined below) in your Feedback. You agree that we have no obligation to pay you or anyone else for Feedback or for the License to Motiv Solutions. "Feedback" means all remarks, data, suggestions, methods, surveys, reports, processes and ideas (including patentable ideas) and other Content that you provide by using the Site or provide about it, Content or any aspect of our mission or operations, whether provided to us or persons working with us or the Feedback, and whether provided through the Site or media such as a chat room, survey, report, grant, software tool, bulletin board or otherwise.
As used above, "License to Motiv Solutions" means a non-exclusive, perpetual, irrevocable, royalty-free, transferable, sub-licensable, worldwide license to Motiv Solutions to exercise all now or later existing intellectual property rights or other rights of yours or others in the Feedback, for purposes of supporting Motiv Solutions' creative and marketing purposes (as determined by us in our discretion from time to time) in full or in part and in all possible media (now known or later developed). The foregoing rights include (but are not limited to), the right to display, perform, read (on air or otherwise), and publish in public or private sites, newspapers or other media, brochures, reports and so on, all or part of the Feedback and any other information that you provide through or relating to our Site or the Content. The License to Motiv Solutions is in addition to any license that you may be required to provide under any separate agreement between us and you.
You agree to indemnify, defend and hold harmless Motiv Solutions and third parties, from and against any and all losses, damage, liability and costs of every nature incurred by any of them in connection with any claim, damage or loss related to or arising out of: the Content, your use of the Site or related sites, any assistance or services provided by us or third parties, any alleged unauthorized use of the Site, or any breach or alleged breach by you of these Terms. You agree to cooperate fully in the defense of any of the foregoing. We reserve the right, at our own expense, to control exclusively the defense of any matter otherwise subject to indemnification by you and you will not settle any matter without our consent in a non-electronic record. Your obligation to indemnify, defend and hold harmless shall be limited to the extent that you are afforded sovereign immunity under applicable federal, state or local laws. In such cases where your obligation to indemnify may be limited due to the requirements of federal, state or local laws, you shall be responsible for the ordinary negligent acts and omissions of your agents and employees causing harm to persons not a party to this agreement.
- NO WARRANTIES, CONDITIONS OR OTHER DUTIESTHE SITE AND ALL CONTENT (REGARDLESS OF WHO GENERATES IT), SITE FUNCTIONALITY, ASSISTANCE AND SERVICES PROVIDED BY SITE (IF AT ALL), Motiv Solutions OR THIRD PARTIES (COLLECTIVELY, THE "COMPLETE SITE") ARE SUBJECT TO CHANGE AND PROVIDED BY US OR THIRD PARTIES “AS IS” WITHOUT ANY WARRANTY OR CONDITION, AND WITHOUT THE UNDERTAKING OF ANY DUTY, OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY DUTY (IF ANY) OF WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE. THE COMPLETE SITE IS PROVIDED: (1) WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU; AND (2) WITHOUT ANY ASSURANCE, OR WARRANTY, CONDITION OR DUTY OF OR REGARDING: FUNCTIONALITY; PRIVACY; SECURITY; ACCURACY; AVAILABILITY; LACK OF: NEGLIGENCE, INTERRUPTION, VIRUSES OR OF OTHER HARMFUL CODE, COMPONENTS OR TRANSMISSIONS; OR THE NATURE OR CONSEQUENCES OF AVAILABLE CONTENT SUCH AS (WITHOUT LIMITATION) WHETHER SOFTWARE OR OTHER CONTENT IS SUBJECT TO ANY PARTICULAR LICENSE, OR WHETHER IT IS SUBJECT TO ANY RESTRICTIONS OR CONSEQUENCES THAT MIGHT BE TRIGGERED BY ANY EXERCISE OF A RIGHT GRANTED UNDER THESE TERMS. ALSO, THERE IS NO WARRANTY BY US OR THIRD PARTIES OF TITLE OR AGAINST INFRINGEMENT OR INTERFERENCE WITH ENJOYMENT OF ANY ASPECT OF THE COMPLETE SITE. YOU AGREE THAT YOU WILL OBTAIN (INCLUDING THROUGH DOWNLOAD) ANY CONTENT ENTIRELY AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING INFRINGEMENT, BREACH OF CONTRACT, CONSEQUENCE OR DAMAGE, INCLUDING (WITHOUT LIMITATION) TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.
- NO INCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER DAMAGES
- EXCLUSIVE REMEDY; DAMAGE LIMITATION
- LINKED SITES
Our Links to Other Sites: Our Site may contain links to Web sites of third parties. We provide these links as a convenience, but do not endorse the linked site or anything on it. While their information, products, services and information may be helpful to you, they are independent entities and we do not control or endorse them. You agree that any visits to linked sites are at your own risk and governed by their privacy policies (if any).
Your Links to Our Site: You are not permitted to link or shortcut to our Site from your Web site, blog or similar application, without obtaining prior written permission from us.
Each time you return to the Site, you are responsible for checking the effective date of the then posted version of these Terms – if it is later than the date of the version last reviewed, the Terms have been changed and the new version should be reviewed before using the Site. USE OF THE SITE AFTER THE EFFECTIVE DATE WILL CONSTITUTE YOUR CONSENT TO THE AMENDMENTS, SO IF YOU DO NOT WANT TO BE BOUND BY AN AMENDED VERSION, DO NOT USE THE SITE AND CEASE ALL USE OF THE CONTENT OR SERVICES.
- GOVERNING LAW AND EXCLUSIVE JURISDICTION
These Terms and your use of the Site are governed by the laws of the State of Florida, U.S.A., without regard to its choice of law provisions, except where you are required by published governmental law, ordinance, regulation, directive, order, or the like (collectively, "Laws") to contract for application of the law of your local jurisdiction. You hereby consent to exclusive jurisdiction of a state or federal court of general jurisdiction sitting in Miami-Dade County, Florida, U.S.A. except to the extent you are prohibited from doing so by a Law.
- LEGAL AND OTHER NOTICES OR DISCLOSURES
Notice to You:
You agree that we may give all notices we are required to give you by posting notice on the Site or, if we have your email address, by sending notice by email at our discretion, including, without limitation, disclosures that we are required to give you, legal notices, notice of subpoenas or other legal process (if any), and all other communications. When we communicate by email, we may use any email address you provide when communicating with us or that we otherwise have in our records, so only supply to us an email address at which you are willing to receive all communications, including "legal" or potentially sensitive communications. You agree to check for notices posted on the Site.
Notice to Us (Our Legal Notices Address):
We receive many emails and not all employees are trained to deal with every kind of communication. Accordingly, you agree to send us notice by mailing it to the following ("Our Legal Notice Address"): Motiv Solutions, 255 Alhambra Circle Suite 835, Coral Gables, FL 33134, Attn: Legal
- TERMINATION OR CANCELLATION; NO CONTINUING RIGHTS
You have no continuing right to use the Site and we may deny or suspend access, or terminate or cancel this Agreement with or without cause and at any time and without prior notice. We may give notice of termination or cancellation in the same way that we may provide other notices.
Termination or cancellation will not eliminate the surviving provisions of these Terms (see "Entire Agreement; Miscellaneous") and you will still be liable for obligations incurred before the Agreement or access ended.
- ENTIRE AGREEMENT; MISCELLANEOUS
- ELECTRONIC TRANSACTIONS
We and each of the third parties may deal with you electronically now and in the future in their respective discretion during the entire course of activities pursued with you (e.g., applying for, obtaining, implementing, terminating and enforcing a grant or anything else), including but not limited to having you electronically sign documents and receive electronic notices. We and each of the third parties also reserves the right to deal non-electronically and to require you to do so.
- ADDITIONAL OR REQUIRED NOTICES
Various laws require or permit Motiv Solutions to give users notice regarding those laws. By the following Notices, Motiv Solutions incorporates those laws into these Terms.
Notice: No Harvesting or Dictionary Attacks Permitted.
This Notice provides information about conduct that is unlawful under the U.S. CAN SPAM Act of 2003. Motiv Solutions will not give, sell, or otherwise transfer addresses or other contact information to any other party for the purposes of initiating, or enabling others to initiate, electronic mail messages except as authorized hereunder or by law or Motiv Solutions personnel with appropriate authority or Motiv Solutions policy.
Except for parties authorized to have such addresses or other contact information, a User may violate federal law if he or she (1) initiates the transmission to Motiv Solutions servers or data bases of a commercial electronic mail message (as defined in the U.S. "CAN-SPAM Act of 2003") that does not meet the message transmission requirements of that Act; or (2) assists in the origination of commercial electronic mail messages by providing or selecting addresses to which the commercial electronic mail messages will be transmitted.
Notice Regarding Trademarks.
This provides notice regarding who owns the trademarks used on our Site and cautions against infringement. The Site displays trademarks that are owned by Motiv Solutions or others. You may not use any of the trademarks displayed on the Site or in any Content; use of any such trademark could make you liable for infringement. All rights are reserved.
Notice Regarding other intellectual property.
This provides notice regarding who owns the intellectual property other than trademarks displayed on the Site or its Content and cautions against infringement. All Services and Content provided on the Site or any other sites owned, operated, licensed or controlled by Motiv Solutions are subject to intellectual property rights and contractual and other protections. The intellectual property rights are owned by Motiv Solutions or its licensors. Except for Content that you own, no Content may be copied, distributed, republished, uploaded, posted or transmitted in any way except pursuant to the express provisions of the Terms or with the prior non-electronic consent of Motiv Solutions. Unpermitted modification or use of Content for any purpose may violate intellectual property rights. No title to copies or to intellectual property rights is transferred to Users – all title and rights remain with Motiv Solutions or its licensors.
Notice Regarding Copyright Agent.
This provides information regarding the Site's copyright agent, to whom any notice of claimed infringement must be sent. Motiv Solutions respects the intellectual property rights of others and requests that Users do the same. Anyone who believes that his or her work has been infringed under copyright law must provide a notice to the designated Copyright Agent for the Site containing the following:
- An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest;
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the material that is claimed to be infringing and information reasonably sufficient to permit Motiv Solutions to locate the material;
- The address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted;
- A representation that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
- A representation that the information in the notice is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Copyright infringement claims and notices should be sent in the following manner to: Motiv Solutions, 2222 Ponce De Leon Blvd, Coral Gables, FL 33134, Attn: Legal
Notice of Availability of Filtering Software.
This provides a notice under the U.S. Communications Decency Act. We do not believe that the Site contains materials that would typically be the subject of filtering software and minors are not authorized to visit our Site. Nevertheless, all Users are hereby informed that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist in limiting access to material that is harmful to minors. A report detailing some of those protections can be found at Children's Internet Protection Act: Report on the Effectiveness of Internet Protection Measures and Safety Policies located at https://www.fcc.gov/consumers/guides/childrens-internet-protection-act.