Effective Date: Nov 8, 2015
Thank you for using MotiveLinks products and services (“Services”).
Depending on which Services you use, additional terms and policies (including rules, guidelines and other similarly named documents) presented with those Services may apply (“Additional Terms”). Those Additional Terms become a part of your agreement with us if you use those Services. For example, if you use features on our platform to design and use applications or use applications designed by other users, the Terms of Application Service apply. We refer to the combination of this TOU and any applicable Additional Terms collectively as these “Terms”.
You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services.
If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.
1. Fees and Payments
1.1. Fees for Services. You agree to pay to MotiveLinks any fees for each Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you select through your account management page. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
1.2. Plans. Some of our Services are billed based on subscription to a plan (this is called “Plan”) that you choose. A Plan defines recurring charges and level of Service provided under the Plan. This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on the Plan you select when making a purchase. Your subscription to a Plan will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page, or by contacting our customer support team. While we will be sad to see you go, you may cancel auto-renewal on your Plan at any time, in which case your subscription to a Plan will continue until the end of that billing cycle before terminating the Service or lowering your level of service to a free Plan, if available at that time. You may cancel auto-renewal on your subscription to a Plan immediately after the subscription starts if you do not want it to renew.
1.3. Taxes. Unless otherwise stated, you are responsible for any taxes (other than MotiveLinks’ income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, “Taxes”). You will pay MotiveLinks for the Services without any reduction for Taxes. If MotiveLinks is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide MotiveLinks with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged.
1.4. Price Changes. MotiveLinks may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your subscription to a Plan. MotiveLinks will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your subscription to a Plan before the change becomes effective.
1.5. Overage Fees. Unless otherwise stated, any overage fees incurred by you will be billed in arrears on a monthly basis. Overage fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay overage fees when due may result in the applicable Service being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service.
2.2. Confidentiality. MotiveLinks will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including our privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is shared by you with other users by selecting various options on MotiveLinks to allow use of content by other users; (b) is or becomes public (other than through breach of these Terms by MotiveLinks); (c) was lawfully known to MotiveLinks before receiving it from you; (d) is received by MotiveLinks from a third party without knowledge of breach of any obligation owed to you; or (e) was independently developed by MotiveLinks without reference to your Content.
3. Your Content
3.1. You Retain Ownership of Your Content. You retain ownership of all of your intellectual property rights in your Content. MotiveLinks does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.
3.2. Limited License to Your Content. You grant MotiveLinks a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the Services to you and as otherwise permitted by MotiveLinks privacy policies. This license for such limited purposes continues even after you stop using our Services, though you may have the ability to delete your Content in relation to certain Services such that MotiveLinks no longer has access to it. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide MotiveLinks with feedback about the Services, we may use your feedback without any obligation to you.
3.2a. You agree, represent and warrant that you have any and all rights, title or interest in any Content you upload to MotiveLinks to the extent necessary to utilize such Content on MotiveLinks consistent with these terms and conditions and MotiveLinks’ policies. You bear full responsibility and liability for the Content uploaded by you and you shall indemnify, defend and hold harmless MotiveLinks and its users with respect to any third-party claims arising from or in connection with such Content.
3.3. Copyright Claims (DMCA Notices). MotiveLinks LLC responds to notices of alleged copyright infringement in accordance with the U.S. Digital Millennium Copyright Act (DMCA). If you believe that your work has been exploited in a way that constitutes copyright infringement, you may notify MotiveLink agent for claims of copyright infringement.
3.4. Other IP Claims. MotiveLinks respects the intellectual property rights of others, and we expect our users to do the same. If you believe a MotiveLinks user is infringing upon your intellectual property rights, you may report it through our online form. Claims of copyright infringement should follow the DMCA process outlined in these Terms, or any equivalent process available under local law.
4. MotiveLinks IP
4.1. Design work created on MotiveLinks. MotiveLinks provides you a platform to create artifacts that include but are not limited to web applications, web forms to publish and subscribe to information and data, websites and calendars to schedule appointments ( we call them all “Artifacts”). MotiveLinks provides Services to create, use and share Artifacts for free or for a fee. MotiveLinks owns and reserves full rights on the artifacts created by you on MotiveLinks.
You may stop using an artifact that you created on MotiveLinks, however, you will not be allowed to prevent other users from using it after you allow at least one other user to use it.
To create, use and share these artifacts you must be a current subscriber to a Plan on MotiveLinks.
4.2. MotiveLinks IP. Neither these Terms nor your use of the Services grants you ownership in the Services or the Artifacts created on MotiveLinks website or the content you access through the Services. These Terms do not grant you any right to use MotiveLinks trademarks or other brand elements.
5. User Content
5.1. User Content. The Services display content provided by others that is not owned by MotiveLinks. Such content is the sole responsibility of the entity that makes it available, and you hereby irrevocably release and discharge MotiveLinks from any and all claims with respect to such third-party content. Correspondingly, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. MotiveLinks gives you ability to share your content with other users, either with or without your permission. MotiveLinks is not responsible for any actions you take with respect to your Content, including sharing it with other users. You agree that you will not use content from the Services beyond the level of access granted to you by the content owner, or for any unlawful or illegal purpose. When Content from other users requires the permission of another user or a third party, you will first obtain the permission of such user or party.
5.2. Content Review. You acknowledge that, in order to ensure compliance with legal obligations, MotiveLinks may be required, and shall be permitted, to review content submitted to the Services to determine whether it is illegal or in violation of these Terms, or inconsistent with MotiveLinks’ policies. We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law, these Terms, or MotiveLinks’ policies. However, MotiveLinks has no obligation to monitor or review any content submitted to the Services.
5.3. Third Party Resources. MotiveLinks may publish links in its Services to internet websites maintained by third parties. MotiveLinks does not represent or warrant that it has reviewed any such third party website and is not responsible for any such website or the content thereof. Trademarks displayed in conjunction with the Services are the property of their respective owners.
6. Account Management
6.1. Keep Your Password Secure. If you have been issued an account by MotiveLinks in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not MotiveLinks, are responsible for any activity occurring in your account (other than activity that MotiveLinks is directly responsible for which is not performed in accordance with the Customer’s instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify MotiveLinks immediately. Accounts may not be shared and may only be used by one individual per account.
6.2. Keep Your Details Accurate. MotiveLinks occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. Accounts are controlled by the entity whose email address is registered with the account.
6.3. Remember to Backup. MotiveLinks periodically backs up your content, and endeavors to ensure the continuity of your data. However, Motivelinks will not be responsible or liable for any loss or corruption of your Content.
6.4. Account Inactivity. MotiveLinks may terminate any free account (account created under a Plan that provides Services free of cost) and delete any content contained in it if there is no account activity (such as a log in event or payment) for over 6 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.
7. User Requirements
7.1. Legal Status. If you are an individual, you may only use the Service if you have the power to form a contract with MotiveLinks. None of the Services are intended for use by individuals less than 18 years old. If you are under 18 years old or do not have the power to form a contract with MotiveLinks, you may not use the Services. Parents and guardians shall directly supervise any use of the Services by minors. If you are a corporation or other business entity, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation and that you have duly authorized your agent to bind you to these Terms.
7.2. Embargoes. You may only use the Services if you are not barred under any applicable laws from doing so. If you are located in a country embargoed by United States or other applicable law from receiving the Services, or are on the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals, you are not permitted to use or access the Services.
8. Acceptable Uses
8.1. Legal Compliance. You must use the Services in compliance with, and only as permitted by, applicable law.
8.2. Your Responsibilities. You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:
(a) You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
(b) You may not circumvent or attempt to circumvent any limitations that MotiveLinks imposes on your account (such as by opening up a new account to conduct a survey that we have closed for a Terms violation).
(c) Unless authorized by MotiveLinks in writing, you may not probe, scan, or test the vulnerability of any MotiveLinks system or network.
(d) Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Services, or attempt to do so.
(e) You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.
(f) You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. MotiveLinks will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to MotiveLinks.
(g) You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
(h) Unless authorized by MotiveLinks in writing, you may not resell or lease the Services.
(i) If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless MotiveLinks has expressly agreed with you in writing otherwise. You may not use the Services in a way that would subject MotiveLinks to those industry-specific regulations without obtaining MotiveLinks prior written agreement. For example, you may not use the Services to collect, protect, or otherwise handle “protected health information” (as defined in 45 C.F.R. §160.103 under United States federal regulations) without entering into a separate business associate agreement with MotiveLinks that permits you to do so.
9. Suspension and Termination of Services
9.1. By You. If you terminate a subscription to a Plan in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating the Agreement for our breach and have so notified us in writing, or unless a refund is required by law.
9.2. By MotiveLinks. MotiveLinks may limit, suspend, or stop providing the Services to you if you fail to comply with these Terms (such as a failure to pay fees when due), or if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services. MotiveLinks may also suspend providing the Services to you if we are investigating suspected misconduct by you. If we suspend or terminate the Services you receive, we will endeavor to give you advance notice and an opportunity to export a copy of your Content from that Service. However, there may be time sensitive situations where MotiveLinks may decide that we need to take immediate action without notice. MotiveLinks has no obligation to retain your Content upon termination of the applicable Service.
9.3. Further Measures. If MotiveLinks stops providing the Services to you because you repeatedly or egregiously breach these Terms, MotiveLinks reserves the right to take measures to prevent the further use of the Services by you, including blocking your IP address, and you agree, represent and warrant that you shall immediately cease all use of the Services.
10. Changes and Updates
10.1. Changes to Terms. MotiveLinks may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. Any changes will be posted to the location at which those terms appear. MotiveLinks may also provide notification of changes on its blog or via email. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require MotiveLinks to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you must stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.
10.2. Changes to Services. MotiveLinks constantly changes and improves the Services. MotiveLinks may add, alter, or remove functionality from a Service at any time without prior notice. MotiveLinks may also limit, suspend, or discontinue a Service at its discretion. If MotiveLinks discontinues a Service, we will endeavor to give you reasonable advance notice to provide you with an opportunity to export a copy of your Content from that Service. MotiveLinks may remove content from the Services at any time in our sole discretion, although we will endeavor to notify you before we remove such content if practicable under the circumstances.
11. Disclaimers and Limitations of Liability
11.1. Disclaimers. While it is in MotiveLinks interest to provide you with a great experience when using the Services (and we love to please our customers), there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND MOTIVELINKS DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THAT THE SERVICES SHALL BE ERROR FREE, OR REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.
11.2. Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MOTIVELINKS, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF MOTIVELINKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11.3. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF MOTIVELINKS, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO MOTIVELINKS FOR USE OF THE SERVICES AT ISSUE DURING THE 3 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; OR (B) US$100.00.
11.4. Consumers. We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you reside in, or are subject to the laws of, any such jurisdiction, you shall not use the Services.
11.5. Businesses. If you are a business, you will indemnify and hold harmless MotiveLinks and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your use of the Services or a breach of these Terms, to the extent that such liabilities, damages and costs were caused by you.
12. Contracting Entity
12.1. Who you are contracting with. Unless otherwise specified in relation to a particular Service, the Services are provided by, and you are contracting with, MotiveLinks LLC.
12.2. MotiveLinks LLC. For any Service provided by MotiveLinks LLC., the following provisions will apply to any terms governing that Service:
· Contracting Entity. References to “MotiveLinks”, “we”, “us”, and “our” are references to MotiveLinks LLC., located at 81 Magnolia Road, Milford, CT 06460, United States of America.
· Governing Law. Those terms are governed by the laws of the State of Connecticut (without regard to its conflict of laws provisions).
· Jurisdiction. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of the state courts located in New Haven County, Connecticut, and the federal courts located in the State of Connecticut. Any judgment or decision of such state or federal courts may be enforced in any court of competent jurisdiction.
13. Other Terms
Assignment. You may not assign these Terms without MotiveLinks prior written consent, which may be withheld in MotiveLinks sole discretion. MotiveLinks may assign these Terms at any time without notice to you.
Entire Agreement. These Terms (including the Additional Terms) constitute the entire agreement between you and MotiveLinks, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.
Independent Contractors. The relationship between you and MotiveLinks is that of independent contractors, and not legal partners, employees, or agents of each other.
Interpretation. The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.
No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
Severability. If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.
Third Party Beneficiaries. There are no third party beneficiaries to these Terms.