By using the Motive.io web site, any web tools or services featured therein, and any code templates as may be distributed through the Motive.io web site (“Service“), or any services of Motive.io (“Motive“), you are agreeing to be bound by the following terms and conditions (“Terms of Service“). 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 SUCH ENTITY, ITS AFFILIATES AND ALL USERS WHO ACCESS OUR SERVICES THROUGH YOUR ACCOUNT TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY, ITS AFFILIATES AND USERS ASSOCIATED WITH IT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
If Motive makes material changes to these Terms of Service, we will notify you by email or by posting a notice on our site before the changes are effective. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes.
Violation of any of the terms and conditions contained in the Terms of Service will result in the termination of your Account in accordance with Section 4 herein. You agree to use the Service at your own risk.
2. Your Account
2.1 In order to use most Services, you must register for an “Account”. To create an Account, you will be required to provide certain information and you will establish a username and a password. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete.
2.2 Motive reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.
2.3 You are responsible for safeguarding your password and Account. You may not reveal, share or otherwise allow others to use your password or Account except as otherwise specifically authorized by Motive and take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify Motive if you believe that the confidentiality of your login and/or password may have been compromised, of any unauthorized use of your Account. Motive cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
3. Termination and Account Cancellation
3.1 Motive may cancel your Account at any time in the event that (a) Motive ceases providing such Service generally, or (b) you breach any terms of this Terms of Service. In the event that your Account is terminated or cancelled by Motive for a violation of this Terms of Service or improper or illegal activity, no refund, including of any fees or payments will be granted.
3.2 You may cancel your Account at any time. You may cease use of your Account at any time or, if you choose, you may request that Motive terminate your access to your Account. Your cancellation of an Account, or your cessation of use of any Account or request that access to an Account be terminated, will not entitle you to any refund of any kind. Motive reserves the right to collect fees, surcharges or costs incurred prior to the cancellation of your Account or termination of your access to your Account.
“Content” means all such materials, software, publications, images, audio, code, data, media, artwork, digital content and works whatsoever, as may be hosted, uploaded, created, or featured, by you, any other third party or Motive, through the Service or any other service or product offering as provided by Motive from time to time.
5. Intellectual Property
5.1 All title, ownership rights and intellectual property rights in and to the Service and are owned by Motive. All rights are reserved, except as expressly stated herein. All ownership rights and intellectual property rights in and to Service are protected by copyright laws, international copyright treaties and conventions and other laws. The Services may contain certain licensed materials and Motive and its affiliates’ licensors may protect their rights in the event of any violation of this Agreement.
5.2 All title, ownership rights and intellectual property rights in and to the Content created by you (the “User Generated Content”), utilizing the Service for the purposes of content creation are owned by you. Motive claims no intellectual property rights or ownership rights over the User Generated Content you provide through Service. Your profile and materials uploaded remain yours. The enforcement and protection of your intellectual property rights and ownership rights are the sole responsibility of you and you waive all claims or actions against Motive in respect to any direct or indirect breach of intellectual property rights or ownership rights associated with the Content created by you.
5.3 When you host or upload your User Generated Content to the Service, you grant Motive and its affiliates the worldwide, non-exclusive, license and right to host information, use, reproduce, modify, create derivative works from, transmit, transcode, translate, broadcast, and otherwise communicate your User Generated Content, and derivative works of your User Generated Content, in connection with the operation and distribution of the Service or other Motive offerings.
6. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER MOTIVE, ITS LICENSORS, NOR ITS AFFILIATES, NOR ANY OF MOTIVE’S SERVICE PROVIDERS, SHALL BE LIABLE IN ANY WAY FOR LOSS OR DAMAGE OF ANY KIND RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES, YOUR ACCOUNT AND THE CONTENT AND SERVICES INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL MOTIVE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH MOTIVE, THE SERVICES, THE CONTENT, AND ANY INFORMATION AVAILABLE IN CONNECTION THEREWITH, OR THE DELAY OR INABILITY TO USE THE CONTENT AND SERVICES OR ANY INFORMATION, EVEN IN THE EVENT OF MOTIVE’S OR ITS AFFILIATES’ FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR BREACH OF MOTIVE’S WARRANTY AND EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND LIABILITY EXCLUSIONS APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE RECOMPENSE.
BECAUSE SOME PROVINCES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH PROVINCES, STATES OR JURISDICTIONS, EACH OF MOTIVE, THEIR LICENSORS, AND THEIR AFFILIATES’ LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
7. Administration of Content
While Motive has no obligation to do so, Motive reserves the right to review and delete (or modify) any Content or User Generated Content that we believe, in our sole discretion, violates these Terms or other applicable policies posted by Motive, or that we deem, in our sole discretion, inappropriate. If you see any Content or User Generated Content on Motive that you believe violates our policies, you may report that Content or User Generated Content by contacting us through our published correspondence addresses. Once notified, we will review the Content and User Generated Content and consider whether to remove or modify it. Please note: Our interpretation of our policies and the decision whether or not to edit or remove Content or User Generated Content is within our sole discretion. You understand and agree that if we choose not to remove or edit Content that you find objectionable, that decision will not constitute a violation of these Terms or any agreement we have with you.
8. Use of Code Templates
If you purchase any of Motive’s paid Services, which may be offered from time to time, (the “Premium Services”), including any code templates hosted by Motive from time to time, you agree to pay Motive all applicable fees and taxes subject to the terms of purchase as the case may be from time to time. Purchase of the Premium Services grants a license in and to the Premium Services and such license confers no title or ownership to any of the Premium Services except as therein described in Section 5. You agree that you shall not distribute or redistribute any of the Premium Services to anyone whatsoever, without the explicit and written consent of Motive. Unauthorized distribution of any of the Premium Services, and any abuse or misuse of the Premium Services, may result in a termination of your Account without refund to you for any payments made in respect to the Premium Services or the Service whatsoever. Abuse or misuse of the Premium Services includes unauthorized distribution of the Premium Services; application of the Premium Services towards any unlawful use as described by law herein the jurisdiction of British Columbia, Canada and any other applicable jurisdiction as may be determined from time to time; creating multiple or false profiles in connection with the Premium Services; using the Premium Services to infringe on any intellectual property rights; or any other behavior that Motive, in its sole discretion, deems contrary to its purpose. In addition to all of Motive’s rights conferred herein, Motive further reserves the right to any further and additional remedies as permitted by law.
You further agree to indemnify and save harmless Motive, its directors, agents and affiliates from any claim, damage, cost, loss or liability whatsoever, incurred by you or by any third party in relation to a breach of this Agreement and this section herein.
9.1 Usage of any code templates applicable under any other provider of service, software or any related service thereof may be subject to additional third party terms of service, end user license agreements or any other similar agreement thereto (“Third Party Terms of Service”), including but not limited to the Unity Terms of Service, which can be found at https://unity3d.com/legal/terms-of-service, and you acknowledge and agree to be bound by all such Third Party Terms of Service, as applicable, regardless of any knowledge or lack of knowledge of any Third Party Terms of Service, and waive any claim or action against Motive for any breach of any Third Party Terms of Service.
9.2 Each section of this Terms of Service is severable. If any provision of this Term of Service is or becomes illegal, invalid, or unenforceable in any jurisdiction, the illegality, invalidity, or unenforceability of that provision will not affect the legality, validity, or enforceability of the remaining provisions of this Terms of Service or of that provision in any other jurisdiction.
9.3 Motive reserves the right to modify, supplement, or replace the terms of this Terms of Service, effective upon posting on the Terms of Service website or notifying you otherwise. Your continued use of the Service after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the new terms.
9.4 You acknowledge that Motive uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
9.5 You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Motive.
9.6 Notwithstanding Section 6, we may, but have no obligation to, remove Content, User Generated Content and Accounts containing matter that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
9.7 The failure of Motive to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitute the entire agreement between you and Motive and govern your use of the Service, superseding any prior agreements between you and Motive (including, but not limited to, any prior versions of the Terms of Service).
9.8 This Terms of Service shall be governed by the laws of the Province of British Columbia.