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Terms of Use

Last Updated: 02/22/2007

Your access and use of the motiveinteractive.com website (the “Site”) is subject to these Terms of Use (this “Agreement”). By using the Site, you agree to be bound by and use the Site in compliance with, this Agreement.

The terms "you," "your," and "yours" refer to you, the individual using the Site. The terms "Motive Interactive," "we," "us," and "our" refer to Motive Interactive, Inc. We may periodically make changes to this Agreement. It is your responsibility to review the most recent version of this Agreement frequently and remain informed about any changes to it.

Eligibility

You must be 18 years of age or older to use the Site. You represent and warrant that you are 18 years of age or older and are fully able and competent to enter into, and abide by the terms of this Agreement.

License to Use the Site

To facilitate your use of the Site, Motive Interactive uses “cookies.” A cookie is a small amount of data that Motive Interactive’s servers transfer to your browser and that only Motive Interactive’s servers can read. When you log onto the Site, the cookie file captures your username, unique session identifier number and other session data to enable you to traverse through this website’s various screens without having to authenticate yourself at each new screen. Motive Interactive uses cookies to understand general information on site traffic trends such as most frequently visited pages. If you do not wish to utilize cookies, you may disable or delete them from within your Internet browser application by accessing the security or privacy settings. You may, however, be required to have cookies enabled to access certain portions of the Site or participate in our programs.

Privacy Policy

We collect registration and other information about you through the Site. Our collection and use of this information is governed by the Motive Interactive Privacy Policy available at www.motiveinteractive.com/privacy.html, which is expressly incorporated as a term of this Agreement.

Access to the Site; Modifications to the Site

We do not provide you with the equipment to access the Site. You are responsible for all fees charged by third parties to access the Site (e.g., charges by internet service providers). We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Site without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site.

Restrictions

When using the Site, you must comply with all applicable laws. Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to: (a) store, copy, modify, distribute, or resell any of the information; audio, visual, and audiovisual works; or other content made available on the Site (“Site Content”) or compile or collect any Site Content as part of a database or other work; (b) use any automated tool (e.g., robots, spiders) to use the Site or store, copy, modify, distribute, or resell any Site Content; (c) rent, lease, or sublicense your access to the Site to another person; (d) use the Site or Site Content for any purpose except for your own personal use; (e) circumvent or disable any digital rights management, usage rules, or other security features of the Site; (f) use the Site in a manner that threatens the integrity, performance, or availability of the Site; or (g) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Site or Site Content.

Submissions

You acknowledge that you are responsible for the information and material that you submit or transmit though the Site (your “Submissions”), and that you, and not Motive Interactive, will have full responsibility for each of your Submissions, including its legality, reliability, appropriateness, originality and copyright. Unless otherwise expressly stated herein or in Motive Interactive’s Privacy Policy, you agree that any Submission provided by you in connection with your use of the Site is provided on a non-proprietary and non-confidential basis.

You will retain all ownership rights in your Submissions. However, by submitting your Submissions to us, you hereby grant to Motive Interactive, a perpetual, non-exclusive, fully paid, royalty-free, worldwide license (with the right to sublicense through multiple tiers of sublicensees) to use, copy, modify, adapt, transmit, and distribute your Submissions unless otherwise restricted by this Agreement including as provided by our Privacy Policy. You further represent and warrant that: (i) you own all right title and interest in your Submissions or otherwise have the right to grant the license set forth herein, and (ii) the posting of your Submissions on or through the Site does not (and will not) violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay all royalties, license fees and any other monies owing any person by reason of any Submission posted by you on or through the Site. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submissions.

Motive Interactive may remove any Submission that Motive Interactive determines, in its sole discretion, violates the terms of this Agreement or are otherwise deemed by Motive Interactive to be inappropriate for posting.

Password Restricted Areas of the Site

Certain areas of the Site may be password restricted to registered users (“Password-Protected Areas”). If you have registered as an authorized user to gain access to these Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to notify Motive Interactive if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, whether or not you are the individual who undertakes such activities. You agree to immediately notify Motive Interactive of any unauthorized use of your account or any other breach of security in relation to your password or the Site that is known to you.

Feedback

Motive Interactive may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about the Site, our products or services (“Feedback”). You agree that Motive Interactive may, in its sole discretion, use the Feedback you provide to us in any way, including in future modifications to the Site or our products and services. You hereby grant Motive Interactive a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback in any manner for any purpose.

Additional Terms

Your participation in Motive Interactive programs, such as our advertiser and publisher programs is subject to additional terms and conditions that will be presented to you when you enroll in the applicable program. The terms and conditions of individual Motive Interactive programs will apply in addition to these Terms of Use.

Disclaimer of Warranties

YOUR USE OF THE SITE CONTENT IS AT YOUR SOLE RISK. THE SITE CONTENT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MOTIVE INTERACTIVE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SITE OR SITE CONTENT, AND YOU RELY ON THE SITE AND SITE CONTENT AT YOUR OWN RISK. ANY MATERIAL OBTAINED THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SITE. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

Limitation of Liability

MOTIVE INTERACTIVE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MOTIVE INTERACTIVE HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE SITE AND SITE CONTENT. UNDER NO CIRCUMSTANCES WILL MOTIVE INTERACTIVE’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR SITE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO MOTIVE INTERACTIVE FOR USE OF THE SITE AND SITE CONTENT. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Copyright Infringement

We respect the intellectual property rights of others, and ask you to do the same. It is our policy to terminate the access privileges of those who repeatedly infringe the copyright rights of others. If you believe that your work has been posted on the Site in a way that constitutes copyright infringement, please contact us at the address below and provide the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed, and identification of the URL or other specific location on the Site where the material that you claim is infringing is located; (3) your address, telephone number, and email address; (4) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (5) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Our designated agent for notice of copyright infringement can be reached at:

Indemnity

You will indemnify and hold Motive Interactive, and its subsidiaries, affiliates, officers, agents, and employees, harmless from any costs, damages, expenses, and liability caused by your use of the Site or Site Content, your violation of this Agreement, or your violation of any rights of a third party through use of the Site or Site Content.

Links and Third Party Content

The Site may contain links to third party products, services, and websites. The Site may also contain content presented through the Site through the use of third party API’s (e.g., to maps, videos or pictures). We exercise no control over the third party products, services, content, and websites and we are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through the third party products, services, and websites. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through the third party products, services, and websites. All rights in content presented through the use of third party API’s and associated copyrights and trademarks are the property of our licensors, and are subject to the terms and conditions of these licensors.

Updates to this Agreement

We may occasionally update this Agreement. When we do, we will revise the “last updated” date on this Agreement. You should check the Site and this Agreement frequently to see recent changes. By continuing to use the Site, you consent to any updates to this Agreement. This version of this Agreement supersedes all earlier versions.

Intellectual Property Rights

Motive Interactive may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in the Site. Except as expressly provided in this Agreement, the furnishing of the Site to you does not give you any license to these patents, trademarks, copyrights, or other intellectual property. Any rights not expressly granted herein are reserved.

Legal Notices

This Agreement is governed by the laws of the State of Nevada, excluding conflicts of law principles. Any legal actions against us must be commenced in the State of Nevada within one year after the claim arose. You consent to the exclusive jurisdiction of the state and federal courts located in Douglas County, Nevada.

Contacting Motive Interactive

If you have any questions or concerns about the Site or this Agreement, please send us a thorough description by email to privacy@motiveinteractive.com.

• Motive Interactive Inc
• 6020 Cornerstone Court West Ste. 280
  San Diego, CA 92121
• 858-677-0792