Welcome to our web site, www.motivislearning.com (the “Site”). Your access to and use of the Site is subject to these Terms and Conditions of Use (“Terms of Use”) and all applicable laws and regulations. The Site is operated by Motivis Learning Systems , Inc. (“Motivis Learning, we, us”) from its offices within the United States. Motivis Learning makes no representation that content, materials or information made available on or accessed through the Site are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Motivis Learning may change or modify these Terms of Use, in whole or in part, at any time by updating this posting without prior notice or liability to users, as more particularly set forth in Section 16 herein. By accessing, browsing and/or using the Site (including all content, materials and information made available on or accessed through the Site), you acknowledge that you have read, understood and agree to be bound by these Terms of Use and to comply with all applicable laws (as used in these Terms of Use the term “laws” includes all statutes and court made or common law as well as all regulations, ordinances, treaties, court orders, and the like). The terms “you,” “your,” or “user”, as used in these Terms of Use, refers you – the visitor to this Site.

1. Proprietary Rights.

The Site and its contents, including text, graphics, images, photographs, illustrations, videos, audio, code, data, trademarks, service marks, logos, taglines, slogans, trade names, documents, data sheets, and other material, made available on or accessed through the Site (collectively, the “Content”) and any and all intellectual property and proprietary rights inherent therein or appurtenant thereto, are owned by Motivis Learning or its licensors and are protected under both United States and foreign laws, including copyright and trademark laws. Your use of the Site does not grant to you ownership of any of the Content. Except as stated herein, none of the Content may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means without the prior written permission of authorized personnel of Motivis Learning, its licensors or the otherwise applicable rights holders.

The trademarks, service marks, logos, taglines, slogans and trade names (collectively, the “Marks”) displayed on the Site or on the Content are registered and/or unregistered Marks of Motivis Learning, its licensors and/or other rights holders and may not be used in connection with products and/or services that are not related to, associated with, or sponsored by their respective rights holders or that otherwise are likely to cause customer confusion, or in any manner that disparages or discredits their respective rights holders. All Marks not owned by Motivis Learning that appear on the Site or on the Content are the property of their respective owners. Nothing contained on the Site or on the Content should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Mark displayed on the Site or on the Content without the written permission of Motivis Learning or the otherwise applicable rights holders. Your misuse, including any unauthorized use, of the Marks displayed on the Site or on the Content is strictly prohibited.

2. Limited License.

Subject to your compliance with these Terms of Use, you may (a) access and view the Content on the Site on your computer or other device and (b) download any of the Content displayed and identified on the Site as specifically identified as available for downloading, solely for your own lawful, non-commercial or personal use, provided that you retain all copyright and other proprietary notices contained in the Content. Any rights not expressly granted herein are reserved. Notwithstanding the foregoing, any other Content that is made available on or accessed through the Site with its own license terms, conditions and notices will be governed by such terms, conditions and notices. In the event of any conflict, such additional or different terms, conditions and notices will prevail over these Terms of Use.

Except for the limited permission in the preceding paragraph, Motivis Learning does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights or other intellectual property or proprietary rights of Motivis Learning or of any third party, whether by estoppel, implication or otherwise.

The Content may not be modified, copied, posted on any network computer or broadcasted in any media. You may not mirror the Site or any of the Content on another web site or in any other media.

3. Privacy Policy.

In order for you to access certain portions of the Site or to be provided with certain information, you may be asked to provide information that personally identifies you, that is “Personal Information” such as your name, mailing address, e-mail address and home and/or other telephone numbers, as more particularly defined and described in the Site’s Privacy Policy, which is located at https://motivislearning.com/privacy-policy/ and incorporated herein by reference). If you communicate with us by e-mail or otherwise complete online forms or the like, information provided in such communication may be collected as Personal Information. Motivis Learning’s information collection, use and disclosure policies with respect to such Personal Information are set forth in the Privacy Policy identified herein.

4. Purchase of Products and Services.

Purchase of products (“Products”) and services (“Services”) through the Site are governed by specific agreements entered into between you and Motivis Learning with respect thereto and are not governed by these Terms of Use.

5. Use Restrictions and Prohibited Conduct.

Any commercial or promotional distribution, publishing or exploitation of the Site or any of the Content is strictly prohibited unless you have received the express prior written permission from authorized personnel of Motivis Learning, Motivis Learning’s licensors or the otherwise applicable rights holders. Other than as expressly allowed herein, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit the Site or any of the Content. You agree that you may not alter, edit, delete, remove, otherwise change the meaning or appearance of, or repurpose any of the Content. You further agree that you may not alter or remove any Marks or any other proprietary content or proprietary rights notices contained in the Content. You acknowledge that you do not acquire any ownership rights by downloading any copyrighted Content made available on or accessed through the Site.

You agree that you will not: (a) hold yourself out as a representative, agent or employee of Motivis Learning and/or impersonate any individual or entity or misrepresent your affiliation with any individual or entity; (b) use the Site in any manner with the intent to interrupt, damage, disable, overburden or impair the Site; (c) use the Site or any of the Content in violation of Motivis Learning’s or any third party’s intellectual property or other proprietary or legal rights; (d) use the Site or any of the Content in violation of any applicable laws; (e) attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt or otherwise alter or interfere with the Site, or make any unauthorized use thereof; (f) obtain or attempt to obtain any content, materials or information through any means not intentionally made publicly available or provided for through the Site; (g) attempt to gain unauthorized access to the Site through hacking, password mining or any other means; or (h) use or attempt to use any “spider”, “robot”, “bot”, “scraper”, “data minder” or any other program, device or algorithm, process or methodology to access, acquire, copy or monitor the Site (or portions thereof) or the Content (or portions thereof). This provision does not prevent you from using RSS feeds that may be provided on the Site.

6. User Submissions. Motivis Learning does not claim ownership of any information or material a user transmits, posts or uploads to or through the Site by any means, including, without limitation, by message boards, chat rooms or similar discussion forums, blogs, wiki pages or otherwise (“Submissions”). Motivis Learning does not want you to, and you should not, send any confidential or proprietary information to Motivis Learning via the Site. All Submissions will be treated as non-confidential and non-proprietary, and may be disseminated or used by Motivis Learning for any purpose and in any way without any compensation. In addition, you agree that Motivis Learning is free to use any ideas, concepts or know-how contained in any Submission.

By making a Submission to or through the Site, you automatically grant Motivis Learning an unrestricted, irrevocable, worldwide, royalty-free license to use, reproduce, display, publicly perform, transmit and distribute such Submission, alone or as part of other works in any form, media, or technology whether now known or hereafter developed.

You warrant and represent that you will not transmit, post or upload to or through the Site any Submission that is, in or whole or in part, libelous, scandalous, inflammatory, discriminatory, defamatory, false, threatening, vulgar, obscene, pornographic, profane, abusive, harassing, invasive of another’s privacy, hateful or bashing, aimed at gender, race, color, sexual orientation, national origin, religious views or disability, or otherwise unlawful, or that violates or infringes on the privacy, publicity, intellectual property, proprietary, contractual or other rights of any third party.

Motivis Learning does not represent or warrant the truthfulness, accuracy or reliability of any content, information or material contained in any Submissions made to or through the Site by users or endorse any statements, representations or opinions expressed by users in their Submissions. Your reliance on content, information, material, statements, representations or opinions contained in any Submissions made to or through the Site by other users will be at your own risk. Any product claim, statistic, quote or other representation about a product and/or service contained in a Submission should be verified with the applicable manufacturer or provider.

Motivis Learning is not responsible for screening or monitoring Submissions made to or through the Site by users. If notified by a user of any Submissions made to the Site allegedly in violation of these Terms of Use, Motivis Learning may investigate the allegation and determine in good faith and its sole discretion whether to remove such Submission or any portion thereof. Motivis Learning will have no liability or responsibility to users for performance or nonperformance of such activities.

Motivis Learning reserves the right not to post or to remove any information or material posted, uploaded, inputted or submitted to the Site for any reason, including, without limitation, any Submissions that, in its sole discretion, it deems to be in violation of these Terms of Use.

The foregoing is not intended to apply to any Personal Information submitted to Motivis Learning via e-mail or through the Site – the use of which is governed by the Site’s Privacy Policy.

7. Copyright Infringement Claims.

Pursuant to the Digital Millennium Copyright Act (17 U.S.C. §512, as amended), if you believe in good faith that copyrighted work has been copied, adapted, reproduced or exhibited on the Site in a manner that constitutes copyright infringement, you may submit written notification of the claimed infringing activity addressed to our Designated Agent, Alan Laurentano, at: by mail, Motivis Learning Systems, Inc., 25 Pelham Road, Salem, New Hampshire 03079; by email, egal@motivislearning.com(indicating in the email that it is to the attention of Alan Laurentano). If you need to speak with our Designated Agent he/she may be reached by telephone at 855-202-6500.

To be effective, the notification must include the following information, or such other information as required under the Digital Millennium Copyright Act then in effect: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. We suggest that you consult your legal advisor before submitting written notification, as the above-stated requirements may have changed.

In appropriate circumstances, Motivis Learning, at its sole discretion, may suspend or terminate any user’s access to the Site and/or take other action against users where infringing activity is apparent, regardless of whether the material or activity is ultimately determined to be infringing.

8. Site and Content Disclaimer. THE SITE AND/OR THE CONTENT ARE NOT PROMISED OR GUARANTEED TO BE CORRECT, CURRENT OR COMPLETE, AND THEY MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. MOTIVIS LEARNING MAKES NO REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF ANY OF THE CONTENT OR OF ANY OTHER CONTENT, MATERIALS OR INFORMATION DISPLAYED, DISTRIBUTED OR MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, INCLUDING STATEMENTS, REPRESENTATIONS OR OPINIONS EXPRESSED BY USERS IN THEIR SUBMISSIONS. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH CONTENT, MATERIALS OR INFORMATION WILL BE AT YOUR SOLE RISK. MOTIVIS LEARNING WILL NOT BE RESPONSIBLE FOR ANY LOSS, HOWEVER ARISING, FROM USE OF, OR RELIANCE ON ANY SUCH CONTENT, MATERIALS OR INFORMATION. THE INFORMATION AND CONTENT PROVIDED AND DISCUSSED ON THE SITE IS INFORMATIONAL ONLY. MOTIVIS DOES NOT PROVIDE LEGAL, FINANCIAL, OR TAX ADVICE. MOTIVIS LEARNING AND THE SITE ARE NOT SUBSTITUTES FOR CONSULTATION WITH AN ATTORNEY, TAX PROFESSIONAL OR FINANCIAL ADVISOR. YOU ACKNOWLEDGE AND ACCEPT THAT MOTIVIS LEARNING DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE, AND OPERATION OF THE SITE MAY BE INTERFERED WITH OR ADVERSELY AFFECTED BY NUMEROUS FACTORS OR CIRCUMSTANCES OUTSIDE OF OUR CONTROL. MOTIVIS LEARNING SPECIFICALLY DISCLAIMS ANY LIBILITY FOR OR WITH RESPECT TO ANY THIRD PARTY INFORMATION OR MATERIALS DISPLAYED ON OR LINKED FROM THE SITE.

Disclaimer of Warranties. THE SITE AND CONTENT AND ALL SERVICES (IF ANY) ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, MOTIVIS LEARNING HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY AND OTHER WARRANTIES, GUARANTEES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ABSENCE OF SECURITY INTERESTS, LIENS AND OTHER ENCUMBRANCES, AND QUIET ENJOYMENT. WITHOUT LIMITATION, MOTIVIS LEARNING MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT OR OF ANY OTHER INFORMATION DISPLAYED OR MADE AVAILABLE ON OR THROUGH THE SITE, OR ABOUT THE RESULTS TO BE OBTAINED FROM USING THE SITE AND/OR CONTENT OR INFORMATION. MOTIVIS LEARNING DOES NOT WARRANT THAT THE SITE, THE CONTENT OR ANY OTHER OR INFORMATION DISPLAYED OR MADE AVAILABLE ON OR THROUGH THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE ERROR FREE, OR WILL OPERATE WITHOUT INTERRUPTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU AND IN SUCH STATES OUR LIABILITY WILL BE DEEMED LIMITED TO THE EXTENT PERMITTED BY LAW.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MOTIVIS LEARNING OR ANY OF ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OWNERS, INVESTORS, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS, CONTRACTORS, SERVICE PROVIDERS OR VENDORS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, OR ENHANCED, PUNITIVE OR EXEMPLARY DAMAGES, RESULTING FROM OR RELATING TO, THE SITE, THE CONTENT OR ANY OTHER MATERIALS OR INFORMATION DISPLAYED, DISTRIBUTED OR MADE AVAILABLE ON OR THROUGH THE SITE, OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, THE USE OR INABILITY TO USE THE SITE, ANY CHANGES TO OR INACCESSIBILITY OF THE SITE, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY SUBMISSIONS BY USERS, OR ANY CONTENT OR INFORMATION FROM A THIRD PARTY ACCESSED ON OR THROUGH THE SITE, AND ANY SERVICES PROVIDED, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MOTIVIS LEARNING IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND IN SUCH STATES OUR LIABILITY WILL BE DEEMED LIMITED TO THE EXTENT PERMITTED BY LAW.

9. Indemnity. You agree to defend, indemnify, and hold harmless Motivis Learning, its parents, subsidiaries, affiliates, and all of their officers, directors, members, managers, owners, investors, employees, agents, licensors, contractors, service providers and vendors from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees and costs, arising out of or resulting from your use of the Site or the Content, your Submissions, your breach of these Terms of Use and/or violation of any applicable laws.

10. Links and Third Party Web Sites. The Site contains links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by Motivis Learning of the content or information available on such third party web sites. Motivis Learning is not responsible for the content or information available on linked third party sites and does not make any warranty or representation regarding the same. Motivis Learning does not make any warranty or representation regarding, nor does it endorse, any linked third-party web sites or the content or information appearing thereon or any of the products or services described thereon. Links do not imply that Motivis Learning endorses, or is affiliated or associated with, the linked third party site. If you decide to access linked third party web sites, you do so at your own risk. You should contact the site administrator or webmaster for those third party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third party sites is subject to the terms of use and privacy policies of each site, and we are not responsible therefor. We encourage you to review the privacy policies of third parties’ sites.

11. Termination/Suspension; Botnets. Motivis Learning reserves the right, in its sole discretion, to terminate, change, suspend or discontinue any aspect of the Site or the Content at any time and/or to restrict, suspend or terminate your access to the Site and/or any portion thereof, at any time, for any reason or for no reason at all, without prior notice or any notice and without liability to you or anyone or any third party. Without in any way limiting the foregoing, Motivis Learning retains the right, at our sole discretion, to terminate any accounts involved with botnets and related activities. If any hostnames are used as command and control points for botnets, Motivis Learning reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at our discretion.

12. Compliance With Laws and Export Control. You assume responsibility for all knowledge of applicable laws and are responsible for compliance with any such laws and regulations. You may not use the Site or Content in any way that violates applicable state, federal, or international laws. You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

You acknowledge and agree that the Site will not be used, and none of the Content or underlying information, software or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all United States export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

Motivis Learning and its licensors make no representation that the Site or the Content made available on or accessed through the Site are appropriate or available for downloading or use in other locations outside of the United States, and access to them from territories where their contents are illegal is prohibited. Access to the Site and/or the Content made available on or accessed through the Site may not be legal by certain persons or in certain countries. If you access the Site from outside of the United States you do so at your own risk and are responsible for compliance with all applicable laws, including without limitation export and import regulations and intellectual property laws of the Unites States and other countries. Any diversion of the Site and/or any Content obtained from or through the Site contrary to the laws of the United States or any other jurisdiction is prohibited.

13. Changes to Terms of Use. Any changes to these Terms of Use agreed to between you and Motivis Learning specifically (and not unilateral changes to the Site by Motivis Learning) must be made in writing, signed by an authorized representative of Motivis Learning to be binding on Motivis Learning. Notwithstanding the foregoing, Motivis Learning, at its sole discretion and without notice, may change, modify, add or remove any portion of the Terms of Use, in whole or in part, at any time. Changes in the Terms of Use will be effective when posted. Your continued use of the Site after any changes to the Terms of Use are posted will be considered acceptance of those changes.

14. Miscellaneous. You agree that these Terms of Use any other agreements, policies, and the like referenced herein may be assigned by Motivis Learning, in its sole discretion. You acknowledge and agree that no joint venture, partnership, employment or agency relationship exists between you and Motivis Learning as a result of these Terms of Use or your use of the Site. These Terms of Use are governed by the internal substantive laws of the State of New Hampshire, without regard to its conflict of laws principles. You agree that sole and exclusive personal jurisdiction over you for any action or proceeding arising out of or related to these Terms of Use will be in an appropriate state or federal court located in the State of New Hampshire. If any provision contained herein is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions set forth herein, which will remain in full force and effect. No waiver of any term or provision of these Terms of Use will be deemed a further or continuing waiver of such term or provision or any other term or provision. Any failure by Motivis Learning to enforce, or the delay by Motivis Learning to enforce, any of its rights will not be deemed a continuing waiver or a modification by Motivis Learning of any such right or any other right, and Motivis Learning may, within the time provided by applicable law, commence appropriate legal or equitable proceedings to enforce any or all rights granted herein, and any prior failure to enforce or delay in enforcement will not constitute a defense. Motivis Learning will be entitled to obtain injunctive relief or other equitable relief for violations of these Terms of Use without the need to post a bond or other surety or security. Motivis Learning will be entitled to recover from you its reasonable attorneys’ fees and cost in connection with enforcing its rights under these Terms of Use. Motivis Learning also may use models to protect the privacy of our writers, contributors, or authors. These Terms of Use constitute the entire agreement between you and Motivis Learning with respect to the use of the Site, and supersede all prior or contemporaneous communications, agreements and understandings between Motivis Learning and you with respect to the subject matter hereof.

These Terms of Use are effective as of September 3, 2016[A2]