TERMS AND CONDITIONS
Last updated December 12, 2024
AGREEMENT TO OUR LEGAL TERMS
We are Motivate Grind Succeed ("Company,"
"we," "us," "our").
We operate the website https://www.motivategrindsucceed.com
(the "Site"), as well as any other related products and services that
refer or link to these legal terms (the "Legal Terms") (collectively,
the "Services").
You can contact us by email at
[email protected] or by mail to __________, __________,
__________.
These Legal Terms constitute a legally binding agreement
made between you, whether personally or on behalf of an entity
("you"), and Motivate Grind Succeed, concerning your access to and
use of the Services. You agree that by accessing the Services, you have read,
understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT
AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM
USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be
posted on the Services from time to time are hereby expressly incorporated
herein by reference. We reserve the right, in our sole discretion, to make
changes or modifications to these Legal Terms from time to time. We will alert
you about any changes by updating the "Last updated" date of these
Legal Terms, and you waive any right to receive specific notice of each such
change. It is your responsibility to periodically review these Legal Terms to
stay informed of updates. You will be subject to, and will be deemed to have
been made aware of and to have accepted, the changes in any revised Legal Terms
by your continued use of the Services after the date such revised Legal Terms
are posted.
The Services are intended for users who are at least 18
years old. Persons under the age of 18 are not permitted to use or register for
the Services.
We recommend that you print a copy of these Legal Terms for
your records.
TABLE OF CONTENTS
1. OUR SERVICES
2. INTELLECTUAL PROPERTY RIGHTS
3. USER REPRESENTATIONS
4. PURCHASES AND PAYMENT
5. POLICY
6. PROHIBITED ACTIVITIES
7. USER GENERATED CONTRIBUTIONS
8. CONTRIBUTION LICENSE
9. GUIDELINES FOR REVIEWS
10. SERVICES MANAGEMENT
11. PRIVACY POLICY
12. COPYRIGHT INFRINGEMENTS
13. TERM AND TERMINATION
14. MODIFICATIONS AND INTERRUPTIONS
15. GOVERNING LAW
16. DISPUTE RESOLUTION
17. CORRECTIONS
18. DISCLAIMER
19. LIMITATIONS OF LIABILITY
20. INDEMNIFICATION
21. USER DATA
22. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
23. CALIFORNIA USERS AND RESIDENTS
24. MISCELLANEOUS
25. CONTACT US
1. OUR SERVICES
The information provided when using the Services is not
intended for distribution to or use by any person or entity in any jurisdiction
or country where such distribution or use would be contrary to law or
regulation or which would subject us to any registration requirement within
such jurisdiction or country. Accordingly, those persons who choose to access
the Services from other locations do so on their own initiative and are solely
responsible for compliance with local laws, if and to the extent local laws are
applicable.
The Services are not tailored to comply with
industry-specific regulations (Health Insurance Portability and Accountability
Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if
your interactions would be subjected to such laws, you may not use the
Services. You may not use the Services in a way that would violate the
Gramm-Leach-Bliley Act (GLBA).
2. INTELLECTUAL PROPERTY RIGHTS
Our intellectual property
We are the owner or the licensee of all intellectual
property rights in our Services, including all source code, databases,
functionality, software, website designs, audio, video, text, photographs, and
graphics in the Services (collectively, the "Content"), as well as
the trademarks, service marks, and logos contained therein (the
"Marks").
Our Content and Marks are protected by copyright and
trademark laws (and various other intellectual property rights and unfair
competition laws) and treaties in the United States and around the world.
The Content and Marks are provided in or through the
Services "AS IS" for your personal, non-commercial use only.
Your use of our Services
Subject to your compliance with these Legal Terms, including
the "PROHIBITED ACTIVITIES" section below, we grant you a
non-exclusive, non-transferable, revocable license to:
•
access the
Services; and
•
download
or print a copy of any portion of the Content to which you have properly gained
access,
solely for your personal, non-commercial use.
Except as set out in this section or elsewhere in our Legal
Terms, no part of the Services and no Content or Marks may be copied,
reproduced, aggregated, republished, uploaded, posted, publicly displayed,
encoded, translated, transmitted, distributed, sold, licensed, or otherwise
exploited for any commercial purpose whatsoever, without our express prior
written permission.
If you wish to make any use of the Services, Content, or
Marks other than as set out in this section or elsewhere in our Legal Terms,
please address your request to: [email protected]. If we ever
grant you the permission to post, reproduce, or publicly display any part of
our Services or Content, you must identify us as the owners or licensors of the
Services, Content, or Marks and ensure that any copyright or proprietary notice
appears or is visible on posting, reproducing, or displaying our Content.
We reserve all rights not expressly granted to you in and to
the Services, Content, and Marks.
Any breach of these Intellectual Property Rights will
constitute a material breach of our Legal Terms and your right to use our
Services will terminate immediately.
Your submissions and contributions
Please review this section and the "PROHIBITED
ACTIVITIES" section carefully prior to using our Services to understand
the (a) rights you give us and (b) obligations you have when you post or upload
any content through the Services.
Submissions: By directly sending us any question, comment,
suggestion, idea, feedback, or other information about the Services
("Submissions"), you agree to assign to us all intellectual property
rights in such Submission. You agree that we shall own this Submission and be
entitled to its unrestricted use and dissemination for any lawful purpose,
commercial or otherwise, without acknowledgment or compensation to you.
Contributions: The Services may invite you to chat,
contribute to, or participate in blogs, message boards, online forums, and
other functionality during which you may create, submit, post, display,
transmit, publish, distribute, or broadcast content and materials to us or
through the Services, including but not limited to text, writings, video,
audio, photographs, music, graphics, comments, reviews, rating suggestions,
personal information, or other material ("Contributions"). Any
Submission that is publicly posted shall also be treated as a Contribution.
You understand that Contributions may be viewable by other
users of the Services.
When you post Contributions, you grant us a license
(including use of your name, trademarks, and logos): By posting any
Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual,
non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and
license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast,
retitle, store, publicly perform, publicly display, reformat, translate,
excerpt (in whole or in part), and exploit your Contributions (including, without
limitation, your image, name, and voice) for any purpose, commercial,
advertising, or otherwise, to prepare derivative works of, or incorporate into
other works, your Contributions, and to sublicense the licenses granted in this
section. Our use and distribution may occur in any media formats and through
any media channels.
This license includes our use of your name, company name,
and franchise name, as applicable, and any of the trademarks, service marks,
trade names, logos, and personal and commercial images you provide.
You are responsible for what you post or upload: By sending
us Submissions and/or posting Contributions through any part of the Services or
making Contributions accessible through the Services by linking your account
through the Services to any of your social networking accounts, you:
•
confirm
that you have read and agree with our "PROHIBITED ACTIVITIES" and
will not post, send, publish, upload, or transmit through the Services any
Submission nor post any Contribution that is illegal, harassing, hateful,
harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to
any person or group, sexually explicit, false, inaccurate, deceitful, or
misleading;
•
to the
extent permissible by applicable law, waive any and all moral rights to any
such Submission and/or Contribution;
•
warrant
that any such Submission and/or Contributions are original to you or that you
have the necessary rights and licenses to submit such Submissions and/or
Contributions and that you have full authority to grant us the above-mentioned
rights in relation to your Submissions and/or Contributions; and
•
warrant
and represent that your Submissions and/or Contributions do not constitute
confidential information.
You are solely responsible for your Submissions and/or
Contributions and you expressly agree to reimburse us for any and all losses
that we may suffer because of your breach of (a) this section, (b) any third
party’s intellectual property rights, or (c) applicable law.
We may remove or edit your Content: Although we have no
obligation to monitor any Contributions, we shall have the right to remove or
edit any Contributions at any time without notice if in our reasonable opinion
we consider such Contributions harmful or in breach of these Legal Terms. If we
remove or edit any such Contributions, we may also suspend or disable your
account and report you to the authorities.
Copyright infringement
We respect the intellectual property rights of others. If
you believe that any material available on or through the Services infringes
upon any copyright you own or control, please immediately refer to the
"COPYRIGHT INFRINGEMENTS" section below.
3. USER REPRESENTATIONS
By using the Services, you represent and warrant that: (1)
you have the legal capacity and you agree to comply with these Legal Terms; (2)
you are not a minor in the jurisdiction in which you reside; (3) you will not
access the Services through automated or non-human means, whether through a
bot, script or otherwise; (4) you will not use the Services for any illegal or
unauthorized purpose; and (5) your use of the Services will not violate any
applicable law or regulation.
If you provide any information that is untrue, inaccurate,
not current, or incomplete, we have the right to suspend or terminate your
account and refuse any and all current or future use of the Services (or any
portion thereof).
4. PURCHASES AND PAYMENT
We accept the following forms of payment:
-
Stripe
You agree to provide current, complete, and accurate
purchase and account information for all purchases made via the Services. You
further agree to promptly update account and payment information, including
email address, payment method, and payment card expiration date, so that we can
complete your transactions and contact you as needed. Sales tax will be added
to the price of purchases as deemed required by us. We may change prices at any
time. All payments shall be in US dollars.
You agree to pay all charges at the prices then in effect
for your purchases and any applicable shipping fees, and you authorize us to
charge your chosen payment provider for any such amounts upon placing your
order. We reserve the right to correct any errors or mistakes in pricing, even
if we have already requested or received payment.
We reserve the right to refuse any order placed through the
Services. We may, in our sole discretion, limit or cancel quantities purchased
per person, per household, or per order. These restrictions may include orders
placed by or under the same customer account, the same payment method, and/or
orders that use the same billing or shipping address. We reserve the right to
limit or prohibit orders that, in our sole judgment, appear to be placed by
dealers, resellers, or distributors.
5. POLICY
All sales are final and no refund will be issued.
6. PROHIBITED ACTIVITIES
You may not access or use the Services for any purpose other
than that for which we make the Services available. The Services may not be
used in connection with any commercial endeavors except those that are
specifically endorsed or approved by us.
As a user of the Services, you agree not to:
•
Systematically
retrieve data or other content from the Services to create or compile, directly
or indirectly, a collection, compilation, database, or directory without
written permission from us.
•
Trick,
defraud, or mislead us and other users, especially in any attempt to learn
sensitive account information such as user passwords.
•
Circumvent,
disable, or otherwise interfere with security-related features of the Services,
including features that prevent or restrict the use or copying of any Content
or enforce limitations on the use of the Services and/or the Content contained
therein.
•
Disparage,
tarnish, or otherwise harm, in our opinion, us and/or the Services.
•
Use any
information obtained from the Services in order to harass, abuse, or harm
another person.
•
Make
improper use of our support services or submit false reports of abuse or
misconduct.
•
Use the
Services in a manner inconsistent with any applicable laws or regulations.
•
Engage in
unauthorized framing of or linking to the Services.
•
Upload or
transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other
material, including excessive use of capital letters and spamming (continuous
posting of repetitive text), that interferes with any party’s uninterrupted use
and enjoyment of the Services or modifies, impairs, disrupts, alters, or
interferes with the use, features, functions, operation, or maintenance of the
Services.
•
Engage in
any automated use of the system, such as using scripts to send comments or
messages, or using any data mining, robots, or similar data gathering and
extraction tools.
•
Delete the
copyright or other proprietary rights notice from any Content.
•
Attempt to
impersonate another user or person or use the username of another user.
•
Upload or
transmit (or attempt to upload or to transmit) any material that acts as a
passive or active information collection or transmission mechanism, including
without limitation, clear graphics interchange formats ("gifs"), 1×1
pixels, web bugs, cookies, or other similar devices (sometimes referred to as
"spyware" or "passive collection mechanisms" or
"pcms").
•
Interfere
with, disrupt, or create an undue burden on the Services or the networks or
services connected to the Services.
•
Harass,
annoy, intimidate, or threaten any of our employees or agents engaged in
providing any portion of the Services to you.
•
Attempt to
bypass any measures of the Services designed to prevent or restrict access to
the Services, or any portion of the Services.
•
Copy or
adapt the Services' software, including but not limited to Flash, PHP, HTML,
JavaScript, or other code.
•
Except as
permitted by applicable law, decipher, decompile, disassemble, or reverse
engineer any of the software comprising or in any way making up a part of the
Services.
•
Except as
may be the result of standard search engine or Internet browser usage, use,
launch, develop, or distribute any automated system, including without
limitation, any spider, robot, cheat utility, scraper, or offline reader that
accesses the Services, or use or launch any unauthorized script or other
software.
•
Use a
buying agent or purchasing agent to make purchases on the Services.
•
Make any
unauthorized use of the Services, including collecting usernames and/or email
addresses of users by electronic or other means for the purpose of sending
unsolicited email, or creating user accounts by automated means or under false
pretenses.
•
Use the
Services as part of any effort to compete with us or otherwise use the Services
and/or the Content for any revenue-generating endeavor or commercial
enterprise.
•
Use the
Services to advertise or offer to sell goods and services.
•
Sell or
otherwise transfer your profile.
7. USER GENERATED CONTRIBUTIONS
The Services may invite you to chat, contribute to, or
participate in blogs, message boards, online forums, and other functionality,
and may provide you with the opportunity to create, submit, post, display,
transmit, perform, publish, distribute, or broadcast content and materials to
us or on the Services, including but not limited to text, writings, video,
audio, photographs, graphics, comments, suggestions, or personal information or
other material (collectively, "Contributions"). Contributions may be
viewable by other users of the Services and through third-party websites. As
such, any Contributions you transmit may be treated as non-confidential and
non-proprietary. When you create or make available any Contributions, you
thereby represent and warrant that:
•
The
creation, distribution, transmission, public display, or performance, and the
accessing, downloading, or copying of your Contributions do not and will not
infringe the proprietary rights, including but not limited to the copyright,
patent, trademark, trade secret, or moral rights of any third party.
•
You are
the creator and owner of or have the necessary licenses, rights, consents,
releases, and permissions to use and to authorize us, the Services, and other
users of the Services to use your Contributions in any manner contemplated by
the Services and these Legal Terms.
•
You have
the written consent, release, and/or permission of each and every identifiable
individual person in your Contributions to use the name or likeness of each and
every such identifiable individual person to enable inclusion and use of your
Contributions in any manner contemplated by the Services and these Legal Terms.
•
Your
Contributions are not false, inaccurate, or misleading.
•
Your
Contributions are not unsolicited or unauthorized advertising, promotional
materials, pyramid schemes, chain letters, spam, mass mailings, or other forms
of solicitation.
•
Your
Contributions are not obscene, lewd, lascivious, filthy, violent, harassing,
libelous, slanderous, or otherwise objectionable (as determined by us).
•
Your
Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
•
Your
Contributions are not used to harass or threaten (in the legal sense of those
terms) any other person and to promote violence against a specific person or
class of people.
•
Your
Contributions do not violate any applicable law, regulation, or rule.
•
Your
Contributions do not violate the privacy or publicity rights of any third
party.
•
Your
Contributions do not violate any applicable law concerning child pornography,
or otherwise intended to protect the health or well-being of minors.
•
Your
Contributions do not include any offensive comments that are connected to race,
national origin, gender, sexual preference, or physical handicap.
•
Your
Contributions do not otherwise violate, or link to material that violates, any
provision of these Legal Terms, or any applicable law or regulation.
Any use of the Services in violation of the foregoing
violates these Legal Terms and may result in, among other things, termination
or suspension of your rights to use the Services.
8. CONTRIBUTION LICENSE
By posting your Contributions to any part of the Services,
you automatically grant, and you represent and warrant that you have the right
to grant, to us an unrestricted, unlimited, irrevocable, perpetual,
non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and
license to host, use, copy, reproduce, disclose, sell, resell, publish,
broadcast, retitle, archive, store, cache, publicly perform, publicly display,
reformat, translate, transmit, excerpt (in whole or in part), and distribute such
Contributions (including, without limitation, your image and voice) for any
purpose, commercial, advertising, or otherwise, and to prepare derivative works
of, or incorporate into other works, such Contributions, and grant and
authorize sublicenses of the foregoing. The use and distribution may occur in
any media formats and through any media channels.
This license will apply to any form, media, or technology
now known or hereafter developed, and includes our use of your name, company
name, and franchise name, as applicable, and any of the trademarks, service
marks, trade names, logos, and personal and commercial images you provide. You
waive all moral rights in your Contributions, and you warrant that moral rights
have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You
retain full ownership of all of your Contributions and any intellectual
property rights or other proprietary rights associated with your Contributions.
We are not liable for any statements or representations in your Contributions
provided by you in any area on the Services. You are solely responsible for
your Contributions to the Services and you expressly agree to exonerate us from
any and all responsibility and to refrain from any legal action against us
regarding your Contributions.
We have the right, in our sole and absolute discretion, (1)
to edit, redact, or otherwise change any Contributions; (2) to re-categorize
any Contributions to place them in more appropriate locations on the Services;
and (3) to pre-screen or delete any Contributions at any time and for any
reason, without notice. We have no obligation to monitor your Contributions.
9. GUIDELINES FOR REVIEWS
We may provide you areas on the Services to leave reviews or
ratings. When posting a review, you must comply with the following criteria:
(1) you should have firsthand experience with the person/entity being reviewed;
(2) your reviews should not contain offensive profanity, or abusive, racist,
offensive, or hateful language; (3) your reviews should not contain
discriminatory references based on religion, race, gender, national origin,
age, marital status, sexual orientation, or disability; (4) your reviews should
not contain references to illegal activity; (5) you should not be affiliated
with competitors if posting negative reviews; (6) you should not make any
conclusions as to the legality of conduct; (7) you may not post any false or
misleading statements; and (8) you may not organize a campaign encouraging
others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole
discretion. We have absolutely no obligation to screen reviews or to delete
reviews, even if anyone considers reviews objectionable or inaccurate. Reviews
are not endorsed by us, and do not necessarily represent our opinions or the
views of any of our affiliates or partners. We do not assume liability for any
review or for any claims, liabilities, or losses resulting from any review. By
posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide,
royalty-free, fully paid, assignable, and sublicensable right and license to
reproduce, modify, translate, transmit by any means, display, perform, and/or
distribute all content relating to review.
10. SERVICES MANAGEMENT
We reserve the right, but not the obligation, to: (1)
monitor the Services for violations of these Legal Terms; (2) take appropriate
legal action against anyone who, in our sole discretion, violates the law or
these Legal Terms, including without limitation, reporting such user to law
enforcement authorities; (3) in our sole discretion and without limitation,
refuse, restrict access to, limit the availability of, or disable (to the
extent technologically feasible) any of your Contributions or any portion thereof;
(4) in our sole discretion and without limitation, notice, or liability, to
remove from the Services or otherwise disable all files and content that are
excessive in size or are in any way burdensome to our systems; and (5)
otherwise manage the Services in a manner designed to protect our rights and
property and to facilitate the proper functioning of the Services.
11. PRIVACY POLICY
We care about data privacy and security. By using the
Services, you agree to be bound by our Privacy Policy posted on the Services,
which is incorporated into these Legal Terms. Please be advised the Services
are hosted in the United States. If you access the Services from any other
region of the world with laws or other requirements governing personal data
collection, use, or disclosure that differ from applicable laws in the United
States, then through your continued use of the Services, you are transferring
your data to the United States, and you expressly consent to have your data
transferred to and processed in the United States.
12. COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If
you believe that any material available on or through the Services infringes
upon any copyright you own or control, please immediately notify us using the
contact information provided below (a "Notification"). A copy of your
Notification will be sent to the person who posted or stored the material
addressed in the Notification. Please be advised that pursuant to applicable
law you may be held liable for damages if you make material misrepresentations
in a Notification. Thus, if you are not sure that material located on or linked
to by the Services infringes your copyright, you should consider first
contacting an attorney.
13. TERM AND TERMINATION
These Legal Terms shall remain in full force and effect
while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL
TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR
LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN
IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT
LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN
THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR
USE OR PARTICIPATION IN THE SERVICES OR DELETE ANY CONTENT OR INFORMATION THAT
YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you
are prohibited from registering and creating a new account under your name, a
fake or borrowed name, or the name of any third party, even if you may be
acting on behalf of the third party. In addition to terminating or suspending
your account, we reserve the right to take appropriate legal action, including
without limitation pursuing civil, criminal, and injunctive redress.
14. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the
contents of the Services at any time or for any reason at our sole discretion
without notice. However, we have no obligation to update any information on our
Services. We will not be liable to you or any third party for any modification,
price change, suspension, or discontinuance of the Services.
We cannot guarantee the Services will be available at all
times. We may experience hardware, software, or other problems or need to
perform maintenance related to the Services, resulting in interruptions,
delays, or errors. We reserve the right to change, revise, update, suspend,
discontinue, or otherwise modify the Services at any time or for any reason
without notice to you. You agree that we have no liability whatsoever for any
loss, damage, or inconvenience caused by your inability to access or use the Services
during any downtime or discontinuance of the Services. Nothing in these Legal
Terms will be construed to obligate us to maintain and support the Services or
to supply any corrections, updates, or releases in connection therewith.
15. GOVERNING LAW
These Legal Terms and your use of the Services are governed
by and construed in accordance with the laws of the State of Illinois
applicable to agreements made and to be entirely performed within the State of
Illinois, without regard to its conflict of law principles.
16. DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute,
controversy, or claim related to these Legal Terms (each a "Dispute"
and collectively, the "Disputes") brought by either you or us
(individually, a "Party" and collectively, the "Parties"),
the Parties agree to first attempt to negotiate any Dispute (except those
Disputes expressly provided below) informally for at least __________ days
before initiating arbitration. Such informal negotiations commence upon written
notice from one Party to the other Party.
Binding Arbitration
If the Parties are unable to resolve a Dispute through
informal negotiations, the Dispute (except those Disputes expressly excluded
below) will be finally and exclusively resolved by binding arbitration. YOU
UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN
COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted
under the Commercial Arbitration Rules of the American Arbitration Association
("AAA") and, where appropriate, the AAA’s Supplementary Procedures
for Consumer Related Disputes ("AAA Consumer Rules"), both of which
are available at the American Arbitration Association (AAA) website. Your
arbitration fees and your share of arbitrator compensation shall be governed by
the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer
Rules. The arbitration may be conducted in person, through the submission of
documents, by phone, or online. The arbitrator will make a decision in writing,
but need not provide a statement of reasons unless requested by either Party.
The arbitrator must follow applicable law, and any award may be challenged if
the arbitrator fails to do so. Except where otherwise required by the
applicable AAA rules or applicable law, the arbitration will take place in
__________. Except as otherwise provided herein, the Parties may litigate in
court to compel arbitration, stay proceedings pending arbitration, or to
confirm, modify, vacate, or enter judgment on the award entered by the
arbitrator.
If for any reason, a Dispute proceeds in court rather than
arbitration, the Dispute shall be commenced or prosecuted in the state and
federal courts located in __________, and the Parties hereby consent to, and
waive all defenses of lack of personal jurisdiction, and forum non conveniens
with respect to venue and jurisdiction in such state and federal courts.
Application of the United Nations Convention on Contracts for the International
Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are
excluded from these Legal Terms.
If this provision is found to be illegal or unenforceable,
then neither Party will elect to arbitrate any Dispute falling within that
portion of this provision found to be illegal or unenforceable and such Dispute
shall be decided by a court of competent jurisdiction within the courts listed
for jurisdiction above, and the Parties agree to submit to the personal
jurisdiction of that court.
Restrictions
The Parties agree that any arbitration shall be limited to
the Dispute between the Parties individually. To the full extent permitted by
law, (a) no arbitration shall be joined with any other proceeding; (b) there is
no right or authority for any Dispute to be arbitrated on a class-action basis
or to utilize class action procedures; and (c) there is no right or authority
for any Dispute to be brought in a purported representative capacity on behalf
of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not
subject to the above provisions concerning informal negotiations binding
arbitration: (a) any Disputes seeking to enforce or protect, or concerning the
validity of, any of the intellectual property rights of a Party; (b) any
Dispute related to, or arising from, allegations of theft, piracy, invasion of
privacy, or unauthorized use; and (c) any claim for injunctive relief. If this
provision is found to be illegal or unenforceable, then neither Party will elect
to arbitrate any Dispute falling within that portion of this provision found to
be illegal or unenforceable and such Dispute shall be decided by a court of
competent jurisdiction within the courts listed for jurisdiction above, and the
Parties agree to submit to the personal jurisdiction of that court.
17. CORRECTIONS
There may be information on the Services that contains
typographical errors, inaccuracies, or omissions, including descriptions,
pricing, availability, and various other information. We reserve the right to
correct any errors, inaccuracies, or omissions and to change or update the
information on the Services at any time, without prior notice.
18. DISCLAIMER
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE
BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO
THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR
REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR
THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND
WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR
INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE,
OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE
SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR
ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,
(4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5)
ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR
THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN
ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A
RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE
AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME
RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD
PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE
APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A
PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN
YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE
OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD
USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
19. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS
BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT,
LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE
SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU
FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL
TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6)
MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND
INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE
EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR
ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY
HAVE ADDITIONAL RIGHTS.
20. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless,
including our subsidiaries, affiliates, and all of our respective officers,
agents, partners, and employees, from and against any loss, damage, liability,
claim, or demand, including reasonable attorneys’ fees and expenses, made by
any third party due to or arising out of: (1) your Contributions; (2) use of
the Services; (3) breach of these Legal Terms; (4) any breach of your
representations and warranties set forth in these Legal Terms; (5) your violation
of the rights of a third party, including but not limited to intellectual
property rights; or (6) any overt harmful act toward any other user of the
Services with whom you connected via the Services. Notwithstanding the
foregoing, we reserve the right, at your expense, to assume the exclusive
defense and control of any matter for which you are required to indemnify us,
and you agree to cooperate, at your expense, with our defense of such claims.
We will use reasonable efforts to notify you of any such claim, action, or
proceeding which is subject to this indemnification upon becoming aware of it.
21. USER DATA
We will maintain certain data that you transmit to the
Services for the purpose of managing the performance of the Services, as well
as data relating to your use of the Services. Although we perform regular
routine backups of data, you are solely responsible for all data that you
transmit or that relates to any activity you have undertaken using the
Services. You agree that we shall have no liability to you for any loss or
corruption of any such data, and you hereby waive any right of action against
us arising from any such loss or corruption of such data.
22. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending us emails, and completing
online forms constitute electronic communications. You consent to receive
electronic communications, and you agree that all agreements, notices,
disclosures, and other communications we provide to you electronically, via
email and on the Services, satisfy any legal requirement that such
communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC
SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF
NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR
VIA THE SERVICES. You hereby waive any rights or requirements under any
statutes, regulations, rules, ordinances, or other laws in any jurisdiction
which require an original signature or delivery or retention of non-electronic
records, or to payments or the granting of credits by any means other than
electronic means.
23. CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you
can contact the Complaint Assistance Unit of the Division of Consumer Services
of the California Department of Consumer Affairs in writing at 1625 North
Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at
(800) 952-5210 or (916) 445-1254.
24. MISCELLANEOUS
These Legal Terms and any policies or operating rules posted
by us on the Services or in respect to the Services constitute the entire
agreement and understanding between you and us. Our failure to exercise or
enforce any right or provision of these Legal Terms shall not operate as a
waiver of such right or provision. These Legal Terms operate to the fullest
extent permissible by law. We may assign any or all of our rights and
obligations to others at any time. We shall not be responsible or liable for any
loss, damage, delay, or failure to act caused by any cause beyond our
reasonable control. If any provision or part of a provision of these Legal
Terms is determined to be unlawful, void, or unenforceable, that provision or
part of the provision is deemed severable from these Legal Terms and does not
affect the validity and enforceability of any remaining provisions. There is no
joint venture, partnership, employment or agency relationship created between
you and us as a result of these Legal Terms or use of the Services. You agree
that these Legal Terms will not be construed against us by virtue of having
drafted them. You hereby waive any and all defenses you may have based on the
electronic form of these Legal Terms and the lack of signing by the parties
hereto to execute these Legal Terms.
25. CONTACT US
In order to resolve a complaint regarding the Services or to
receive further information regarding use of the Services, please contact us
at:
Motivate Grind Succeed