Motive Terms of Service
Last Updated: 05/01/2019
1. Definitions and Interpretation
a. In these Terms, the following words shall have the following meanings:
“Services” means the Motive mobile device application (the “App”), Motive website hqmotive.com (the “Website”), and the Motive browser extension (the “Browser Extension”. The App, Website, Browser Extension and any other services are collectively referred to as the “Services.”
“Motive” means Motive HQ Ltd, a company registered in England and Wales under Company Registration Number 11742489, of registered address 144 Princes Avenue, NW9 9JE, London, England;
“GDPR” means EU General Data Protection Regulation 2016/679;
“Website” means this website and any other website or sub-domain we may use form time-to-time.
b. Unless the context otherwise requires, each reference in these Terms to:
i. “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
ii. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
iii. a clause or paragraph is a reference to a clause of these Terms; and,
iv. a “party” or the “parties” refer to the parties to these Terms.
c. The headings used in these Terms are for convenience only and shall have no effect upon the interpretation of these Terms.
d. Words imparting the singular number shall include the plural and vice versa.
e. References to any gender shall include the other gender.
f. References to persons shall include corporations.
2. Downloading the App
a. The App can be downloaded from the website, simply click to download and follow the instructions.
b. You may not modify, make derivative works of or copy, reproduce, publish or reverse engineer the App.
c. You may not license, sell, transfer, distribute, rent, lease or otherwise transfer or exploit rights to the App. You may not use the App in any manner that could damage, disable, overburden or impair the Services, nor may you use the App in any manner that could interfere with any other party’s use and enjoyment of the Services.
d. The App is licensed, not sold. You acknowledge that Motive own all rights, title and interest, including without limitation all Intellectual Property Rights, in and to the App, portions thereof, or software provided through or in conjunction with the App. “Intellectual Property Rights” means all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law and all other proprietary rights, and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
3. Registering with us
a. Users who wish to use our Services will need to create an account via the App.
b. Creating an account is easy. Just download the App and then enter your details. We may send you one or more e-mail notifications for verification purposes and to confirm you are registered and your account has been created and can be accessed.
d. By registering and opening an account with us, you warrant that:
i. you are aged 13 or over
ii. you are using the Services for private purposes as a consumer and not for commercial gain; and,
iii. you will keep this information accurate and up-to-date; and,
iv. your creation of an account is further affirmation of your representation and warranty.
e. It is recommended that you do not share your password. Motive accepts no liability for any losses or damages incurred as a result of your account details being shared by you.
4. Downloading the Browser Extension
a. To benefit from the full functionality of Motive services, users will need to download and install the Browser Extension
b. It can be downloaded from the Website, simply click to download and follow the instructions.
c. You are permitted to download the Browser Extension multiple times in order to install the Browser Extension on multiple computers
d. You may not modify, make derivative works of, copy, reproduce, publish, or reverse engineer the Browser Extension, except in the case of reverse engineering, only to the extent required by applicable law.
e. You may not license, sell, transfer, distribute, rent, lease or otherwise transfer or exploit rights to the Browser Extension. You may not use the Browser Extension in any manner that could damage, disable, overburden or impair the Website, nor may you use the Browser Extension in any manner that could interfere with any other party’s use and enjoyment of the Services.
f. The Browser Extension is licensed, not sold. You acknowledge that Motive own all rights, title and interest, including without limitation all Intellectual Property Rights, in and to the Browser Extension, portions thereof, or software provided through or in conjunction with the Browser Extension. “Intellectual Property Rights” means all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law and all other proprietary rights, and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
5. Providing feedback to Motive
You may provide Feedback to Motive. You hereby assign to Motive and agree to assign to Motive all of your right, title, and interest in and to all Feedback, including all intellectual property rights therein.
6. Links to Other Websites
This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of Motive or that of our affiliates. We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.
a. Motive makes no warranty or representation that the App, Website or Browser Extension will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of our Services.
b. No part of the App, Website, or Browser Extension is intended to constitute advice. Motive cannot take responsibility for decisions or action taken based on the content of the Services.
c. No part of the App, Website, or Browser Extension is intended to constitute a contractual offer capable of acceptance.
d. Whilst Motive uses reasonable endeavours to ensure that the App, Website, and Browser Extension are secure and free of errors, viruses and other malware, all Users are advised to take responsibility for their own security, that of their personal details and their computers.
8. Changes to these Terms
Motive reserves the right to change the App, Website, and Browser Extension, their content or these Terms at any time. You will be bound by any changes to the Terms from the first time you use the Services following the changes.
9. Availability of the Services
a. The Services are provided “as is” and on an “as available” basis. We give no warranty that the Services will be free of defects and / or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
b. Motive accepts no liability for any disruption or non-availability of the Services resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
10. Limitation of Liability
a. To the maximum extent permitted by law, Motive accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Services or any information contained therein. Users should be aware that they use the App, Website and Browser Extension and their content at their own risk.
b. Nothing in these Terms excludes or restricts Motive’s liability for death or personal injury resulting from any negligence or fraud on the part of Motive.
c. Whilst every effort has been made to ensure that these Terms adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and shall not affect the validity and enforceability of the remaining Terms. This term shall apply only within jurisdictions where a particular term is illegal.
Any failure by Motive to enforce or apply any provision of these Terms shall not constitute a waiver of that provision and shall not otherwise remove or reduce Motive right to enforce that provision.
If any of these Terms or any part is held to be invalid for any purpose, it shall for that purpose be deemed to have been omitted, but shall not prejudice the effectiveness of the rest of these Terms.
13. Previous Terms
In the event of any conflict between these Terms and any prior versions thereof, the provisions of these Terms shall prevail unless it is expressly stated otherwise.
14. Third Party Rights
Nothing in these Terms shall confer any rights upon any third party. The agreement created by these Terms is between you and Motive.
15. Governing Law and Jurisdiction
The Terms (and any non-contractual claims arising in relation to them) shall in all respects be subject to and construed in accordance with English law and the parties to these Terms hereby submit to the exclusive jurisdiction of the courts of England & Wales.