Terms and Conditions

Last updated March 9,2022

Welcome to Motivate. Motivate LLC, a Delaware limited liability company, doing business as Spheara and Urban Mobility Services(collectively “Motivate”), provides the Motivateco.com website, applications, and related content, products, and services(collectively the “Services,” as more fully defined below in Section 4, and each individually is a “Service”). By accessing or using any Motivate Service, including those offered through our events or communications (e.g. emails, phone calls, and texts), you agree to be bound by these terms and conditions, together with the Privacy Policy located at https://motivateco.com/privacy_policy , any other terms and policies incorporated here in by reference and anyexhibit or attachment, as any of them may be amended from time to time (“Terms”). By accessing or using the Services, either directly or indirectly through a third-party, you expressly acknowledge that you understand and agree to all of the Terms. PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND MOTIVATE GOVERNING YOUR ACCESS OR USE OF THE SERVICES. If you do not agree with the Terms, do not access or use any Motivate Service.

Motivate may make changes to the Services and Terms. It is your responsibility to review the Terms and Services for updates or changes. You understand and agree that your continued access to or use of the Services after the effective date of changes to the Terms represents your acceptance of such changes. The most current version of the Terms will be located at https://motivateco.com/terms_and_conditions .

Additional terms may apply to your access or use of a particular Motivate Service or feature, such as policies for a specific program, activity or promotion. Additional terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. To the extent that any additional terms conflict with these Terms, the provisions of the additional terms will govern.

IMPORTANT: THESE TERMS REQUIRE ANY DISPUTE INVOLVING YOU AND MOTIVATE, OR ANY OF ITS AGENTS,SHALL BE RESOLVED THROUGH INDIVIDUAL BINDING ARBITRATION, AND YOU WAIVE YOU RRIGHT TO BRING OR PARTICIPATE IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING, EXCEPT AS OTHERWISE NOTED BELOW.

1. PRIVACY

Your use of the Motivate Services is subject to our Privacy Policy located at https://motivateco.com/privacy_policy . Please review the policy to understand how Motivate collects and uses information.

2. CHANGE OF TERMS

Motivate tries to be as accurate as possible with the information Motivate presents on the Services. Motivate willmake reasonable efforts to accurately display the attributes of the Services offered. Motivate does not warrantthat Service descriptions or other content is accurate, complete, reliable, current or error free. Prices andpromotions are subject to change.

3. USE OF THE SERVICES

Eligibility. You may use the Services for your personal, noncommercial use only, unless otherwise agreed to by Motivate in writing. You may not use the Services if you are under the age of 18. You may not use the Services if you are a competitor of Motivate or if Motivate has previously banned you from accessing or using the Services.

Electronic Communications. By accessing or using the Services, you consent to receive communications from Motivate through the Service, or through any other means such as via emails, push notifications, text messages (including SMS and MMS), and phone calls. These communications may promote Motivate, or any Motivate service. You further understand that communications may be sent using an automatic telephone dialing system, and that you may be charged by your phone carrier for certain communications such as SMS messages or phone calls. Please note that any communications, including phone calls, with Motivate or made through the Service may be monitored and recorded for quality purposes. You agree to notify us immediately if the phone number(s) you have provided to us have been changed or disconnected. You can optout of certain communications by emailing support@Motivateco.com with“OptOut”in the subject line.

Responsibility for Your Content. You alone are responsible for your User Content. “UserContent” means text, images, photos, audio, video, and all other forms of data or communication that you submit or transmit to, through, or in connection with the Service, such as ratings, reviews, photos, videos, compliments, invitations, check-ins, votes, friending and following activity, direct messages, and information that you contribute. You assume all risks associated with your User Content, as well as your interactions with other users of the Motivate Services, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with personal information you disclose.You represent that you own or have the necessary permissions to use and authorize the use of your User Content.

You may not submit any User Content that contains material that is false, intentionally misleading, ordefamatory; violates any third-party right, including any copyright, trademark, service mark, patent, trade secret, moral right, privacy right,right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; violates or advocates the violation of any law or regulation; or violates these Terms. Motivate has the right but not the obligation to monitor and editor remove any activity or UserContent.

Motivate’s Right to Use Your Content. Motivate may use your User Content in a number of different ways with their own websites and media platforms. As such, you here by irrevocably grant to Motivate a world-wide, perpetual, non-exclusive, royalty free, assignable, sublicensable, transferable rights to use your User Content for any purpose. “Use” means use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of your User Content. You agree that the foregoing license includes the right for Motivate to make your User Content available to and for use by other persons or organizations who partner with Motivate, subject to Motivate’s terms and conditions for such User Content use, with no compensation to you. You also hereby grant each user of the Motivate Service a non-exclusive license to access any User Content you submit and to use, reproduce, distribute, display and performthe User Content as permitted through the functionality of the Motivate Service and under the Terms. You irrevocably waive, and cause to be waived, against Motivate and its users any claims and assertions of moral rights or attribution with respect to your User Content.

4. THE SERVICES

The Motivate Services include the Motivate.com website, applications, and related content, products, and services made available by Motivate, and any other products, services, and software provided by Motivate to you. Motivate may at its discretion from time to time revise, amend or update the Motivate Services or any features or software there of.

License & Ownership. All content included on or comprising the Motivate Services, includinginformation, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds and other material (collectively“Content”) is protected by copyright, trademark, patent or other proprietary rights, and these rights are valid and protected in all forms, media and technologies existing nowor developed in the future. All Contentis protected as a collective work under U.S. and international copyright laws, and Motivate, or its suppliers, owns,to the fullest extent allowed by such laws, the copyright in the selection, coordination, arrangement, andenhancement of all Content. You may not remove or modify any copyright, trademark or other proprietary notice contained in any Content, and you may not modify or alter the Content, copy or post the Content on any network computer, or broadcast the Content in any media. You may not copy, scrape, frame, modify, remove,delete, augment, add to, publish, transmit, participate in the transfer or sale, lease or rental of, create derivative works from or in anyway exploit any of the Content, in whole or in part. The Motivate logo(s) and other trademarks, copyrights, service marks, and trade names associated with the Motivate Services are the property of their respective owners and are owned by, licensed to, or, where required, used with permission by Motivate and may not be reproduced, copied, or manipulated in any manner without the express, written approval of the trademark owner. Except as expressly and unambiguously provided herein, Motivate does not grant you any expressor implied rights, and all rights in and to the Service and Content are retained by Motivate.

Subject to your compliance with these Terms, Motivate may grant you a non-exclusive, non-transferable, revocable license to access and use the Services strictly in accordance with these Terms. As a condition of your use of the Services, you warrant to Motivate that you will not use the Services for any purpose that is unlawful or prohibited by these Terms. You may not use the Services in any manner which could damage, disable, over burden, or impair the Services or interfere with any other party's use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services.

As between the Motivate and you, and subject to the license granted in Section 3.d, you own all right, title and interest in and to any User Content submitted. All rights not expressly granted to you are reserved by Motivate and/or its licensors.

Third-party Services and Content. The Spheara services may contain links to other sites and applications operated by third parties (“Third Party Service”). These links are available for your convenience and are intended only to enable access to these Third Party Services and for no other purpose. Spheara does not warrant or make any representation about the substance, quality, functionality, accuracy, fitness for a particular purpose, merchantability or any other representation about any Third Party Service or its content, products, or services. A link to a Third Party Service available by way of a Spheara Service does not constitute sponsorship, endorsement, approval or responsibility for any Third Party Service. The conditions of use and privacy policy of any Third Party Service may differ substantially from these Terms. Please review the conditions of use for all Third Party Services for more information about the terms and conditions that apply to your use of Third Party Services.

4. REVIEWS, COMMENTS, COMMUNICATIONS AND OTHER USER CONTENT

You may interact with the Services in numerous ways, including reviews and ratings, videos, questions and answers, community forums, testimonials, and email communication.You here by grant Motivate a perpetual, irrevocable, royalty-free, transferable right and license to use, modify, reproduce, transmit, publish, display,delete, and distribute any information (except order information sent via email or phone) or materials you share with us throughout the world in any media, including when you allow Motivate to feature text, images and videos shared through social media(e.g.,Facebook™,Twitter™,Instagram™,Pinterest™) or submitted through reviews or rating. You also grant us the right to use the name and social media handle that you use when you share content with us in connection with that content. When you share content to us, you will disclose any affiliation you have and you will not share anything that contains harmful computer code, reference so their websites, or is false, misleading, illegal, defamatory, libelous, hateful, racist, biased, threatening, or harassing. Motivate reserve the right to refuse or cancel service,terminate accounts, or remove or edit content in our sole discretion.

5. REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

You have read and understood our Privacy Policy located at https://motivateco.com/privacy_policy . If you use the Services outside the United State of America, you consent to having your personal data transferred to and processed in the United States of America; and
You will not, and will not assist, encourage, or enable others to use the Services to: (a) violate theTerms; (b) post any fake or defamatory review, trade reviews with others, or compensate someone or be compensated to post, refrain from posting, or remove a review; (c) violate any third party’s rights, including breach of copyright , trademark, patent, tradesecret, moral right, privacy right, or any other intellectual property or proprietary right; (d) promote a business or other commercial venture or event, or otherwise use the Services for commercial purposes; (e) violate any applicable law; or (f) use the Service to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Service or Content.

6. DISCLAIMERS AND LIMITATION OF LIABILITY

EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BELAWFULLY LIMITED. PLEASE READ THIS SECTION CAREFULLY. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.

THE SERVICES ARE MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE ”BASIS. MOTIVATE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, MOTIVATE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, COMPLETENESS, ACCURACY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. MOTIVATE MAKES NO REPRESENTATION OR WARRANTY ABOUT THE SAFETY OR SECURITY OF THE SERVICES,INCLUDING WITHOUT LIMITATION, THE SECURITY OF YOUR USER DATA.
MOTIVATE DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY SERVICES, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SERVICE OR THAT OFFER GOODS OR SERVICES THROUGH THE SERVICES. ANY WARRANTY ON ANY PRODUCT SOLD THROUGH MOTIVATE IS PROVIDED BY THE MANUFACTURER OF THAT PRODUCT.
YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THERE WITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUMEXTENT PERMITTED UNDER APPLICABLE LAW. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICES, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OFTHE SERVICES.
MOTIVATE’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES OR THESE TERMS IS LIMITED TO THE GREATER OF (I) THE AMOUNT PAID, IF ANY, BY YOU TO MOTIVATE IN CONNECTION WITH THE SERVICE IN THE SIX (6) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR(II) $100.THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PERINCIDENT.
NOT WITHSTANDING THEFORE GOING, MOTIVATE’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOTIVATE WILL NOT BE LIABLE FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (II) LOSS OF PROFITS ORREVENUE, (III) BUSINESS INTERRUPTION, (IV) REPUTATIONAL HARM, OR (V) LOSS OF INFORMATION OR DATA ATTRIBUTABLE TO YOUR USE OF THE SERVICES. THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 7WILL SURVIVE AND APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF MOTIVATE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.THE LIMITATIONS SET FORTH IN THISSECTION WILLNOT LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE CAUSED BY MOTIVATE’S GROSS NEGLIGENCE, INTENTIONAL, WILLFUL, RECKLESS OR MALICIOUS MISCONDUCT, OR FRAUD.

THIS PROVISION SHALL HAVE NO EFFECT ON MOTIVATE’S CHOICE OF LAW PROVISION SETFORTH BELOW.

7.DISPUTERE SOLUTION; ARBITRATION AGREEMENT

ANY DISPUTE INVOLVING YOU AND MOTIVATE OR ANY OF ITS AGENTS SHALL BE RESOLVED THROUGH INDIVIDUAL ARBITRATION, EXCEPT AS PROVIDED OTHERWISE IN THIS SECTION.

“Dispute” shall be interpreted broadly and include any claim or controversy arising out of or relating in anyway to your relationship with Motivate or the Services, and its subsidiaries, affiliates, and designees, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory.This includes(a) use of Motivate’s websites; (b) any service terms and conditions; and/or (c) any Services offered, sold, or distributed by Motivate including, but not limited to, the advertising of or the sales practices for such Services. Dispute shall also include all disputes that arose before your access or use of the Services and after the cancellation or termination of the Service, including any claims that are the subject of a purported class action litigation.

BY AGREEING TO ARBITRATION, YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TOMAINTAIN OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION OR ADMINISTRATIVE PROCEEDING,TO SETTLE DISPUTES.THE RULES IN ARBITRATION ARE DIFFERENT. THERE IS NO JUDGE OR JURY, LESS DISCOVERY, AND LIMITED APPELLATE REVIEW. ARBITRATORS CAN AWARD THE SAME DAMAGES AND RELIEF THAT A COURT CAN AWARD.

Arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance withits Consumer Arbitration Rules then in effect. For more information, visit www.adr.org. Arbitration may be conducted in person, through the submission of documents, by phone or online.The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim. If you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Motivate will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitiveas compared to the cost of litigation. Motivate may at its sole discretion assume responsibility for all the costs of the arbitration. Additionally, the following shall apply (a) the arbitrator shall honor claims of privilege and privacy recognized at law; (b) the arbitration shall be confidential, and neither party may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award;(c) the arbitrator may award any individual relie for individual remedies that are permitted by applicable law; and(d) each party pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law.

YOU AND MOTIVATE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS APLAINT IF FOR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED,OR REPRESENTATIVE PROCEEDING.THIS MEANS THAT YOU MAY NOT SURPORT TO ACTON

8. BEHALF OF A CLASS OR ANY OTHER PERSON.

The arbitrator may award declaratory or in junctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. The arbitrator may not award relief for or against anyone who is not a party to the arbitration proceeding. Further, unless both you and Motivate agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. If a court determines that public injunctive relief may not be waived and all appeals from that decision have been exhausted, then the parties agree that any claim for public injunctive relief shall be stayed depending arbitration of the remaining claims. If this specific paragraph is found to be unenforceable, then the entirety of this dispute resolution provision (except for the jury trial waiver) shall be null and void.

NOT WITHSTANDING ANY OF THE FOREGOING, ANY DISPUTE THAT FALLS WITHIN THE JURISDICTIONAL SCOPE AND AMOUNT OF AN APPROPRIATE SMALL CLAIMS COURT SHALL BE BROUGHT IN SMALL CLAIMS COURT ON AN INDIVIDUAL BASIS. IN ADDITION, EITHER PARTY MAY ELECT TO BRING AN ACTION IN A COURT OF COMPETENT JURISDICTION TO SEEK TO ENJOININFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS.

If for any reason a claim may proceed in court rather than in arbitration, the parties agree to waive any right to a jury trial, unless such waiver is unenforceable. This means that any claim would be decided by a judge, not ajury.

This dispute resolution section shall be governed by the Federal Arbitration Act. It shall survive any termination or cancellation of your access or use of the Services. Any amendments to this dispute resolution section shall be prospective only and shall not affect any pending arbitration proceeding.

9. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Motivate, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents, contractors and representatives of each of them (collectively, the“Motivate Entities”) from and against any and all third party claims, actions, demands, losses, damages, costs, liabilities and expenses (including but not limited to attorneys’fees and court costs) arising out of or relating to:(i) your access to or use of the Service, including your User Content, (ii) your violation of the Terms, (iii) your breach of your representations and warranties provided under these Terms, (iv) any products or services purchased or obtained by you in connection with the Service, or (vi)the in fringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. Motivate reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Motivate and you agree to cooperate with Motivate’s defense of these claims. You agree not to settle any such matter without the prior written consent of Motivate. Motivate will use reasonable efforts to notify you of any such claim, action or proceeding upon be coming aware of it.

10. MISCELLANEOUS

Notices. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that Motivate provides to you electronically, via email and by way of the Services, satisfy any legal requirement that such communications be in writing.
Entire Agreement.Unless otherwise specified here in, the Terms contain the entire agreement between you and Motivate regarding the use of the Service and supersede any prior agreement between you and Motivate on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
Applicable Law. TO THE MAXIMUM EXTENT PERMITTEDBY LAW, THIS AGREEMENT IS GOVERNEDBY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS, AND YOU HERE BY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS IN NEW YORK IN ALL DISPUTES ARISING OUT OF OR RELATING TO THE USE OF THE SERVICES.
Severability. If any provision of the Terms is found to be unenforceable or invalid by an arbitrator or court of competent jurisdiction, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that theTerms shall otherwise remain in full force and effect and enforceable.
Independent Contractor. You agree that no joint venture, partnership, employment, agency, special or fiduciary relationship exists between you and Motivate as a result of these Terms or your use of the Service.

11. TERMINATION OF USE

Motivate may suspend your ability to use certain portions of the Services, terminate any license or permission granted to you here under, and/or ban you altogether from the Services for any or no reason, and without notice or liability of any kind.

In the event of any termination of these Terms, all covenants, representations and warranties, and obligations made in this Agreement will continue in full force until all obligations (other than indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied.