Terms of Service Moetives 

Last update: May 4, 2021

1. Acceptance of Terms

Welcome to the App Moetives or Site Moetives (https://moetives.com).  Moetives App ME, from now on referred as “we” or “us”, offer you our services, subject to the Terms of Service (“TOS”), detailed in this document.  By using our application or website, “Moetives”, you, also referred to as “user”, accept this TOS.  It describes both your rights and obligations as part of using Moetives.  It is important that you read this document carefully, because by using Moetives accept that you are legally bound by these terms.    

If you are entering into this TOS on behalf of a company or business, you represent that you have the authority to bind such entity, its end users and its affiliates to this TOS. In that case, the terms “you” or “your” shall refer to such entity, its end users (including administrators) and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this TOS, you may not use Moetives. You acknowledge that this TOS is a contract between you and us, even though it is electronic and is not physically signed by you and us, and it governs your use of the Service.

As our business evolves, we may need to change this TOS from time to time. If we do so, we will provide our users reasonable prior notice either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of this TOS at any time by visiting this page. The revised terms and conditions will become effective on the date set forth in our notice, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to cancel your account and stop using Moetives.

2. Intellectual Property

The service includes Moetives Application as well as Moetives WebSite https://moetives.com.  All content included in the site and application – such as texts, graphics, logos, icons, images, audio, digital documents, data and software codes – is owned by Moetives App ME or our respective suppliers and is protected by the laws of Brazil and international intellectual property and copyright laws.  The compilation of all site and application content is the exclusive property of Moetives App ME and is protected by the laws of Brazil and international intellectual property and copyright laws.  All software programs used on the site and application are property of Moetives App ME or its respective software providers and are protected by the laws of Brazil and international intellectual property and copyright laws.

3. Access and Use of the Service

You may access and use Moetives only for lawful, authorised purposes and you shall not misuse the Service in any manner (as determined by us and our sole discretion). For example, you shall not (and, as a business customer, shall ensure that your end users and administrators do not) (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; (b) use Moetives in any unlawful, improper or unauthorised manner (including without limitation in violation of any data, privacy or export control laws), in any manner that is obscene, harassing, offensive, fraudulent, misleading or the like, or in any manner that interferes with or disrupts the integrity or performance of Moetives or its components; (c) infringe, misappropriate or violate the intellectual property or other rights of any third party; or (d) modify, adapt or hack Moetives, or otherwise attempt to gain unauthorised access to Moetives or its related systems or networks. You shall comply with any codes of conduct, policies, storage limitations, or other notices we provide you or publish in connection with Moetives from time to time, and you shall promptly notify us if you learn of a security breach related to the Service.

Any software that may be made available by us in connection with the Moetives (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, we only grant you a personal, non-sublicensable and non-exclusive license to use the object code of any Software solely in connection with the service and in accordance with our policies. Any rights not expressly granted herein are reserved.

4. Your Data Rights and Related Responsibilities

“Your Data” means any data and content stored or transmitted via Moetives by or on behalf of you or your end users (which may include data you elect to import from third party services you use). This includes messages you send, files you upload, profile information and anything else you enter or upload into Moetives. We will make commercially reasonable efforts to ensure that all facilities used to store and process Your Data meet a high standard for security (for more information on our current practices and policies regarding data privacy, security and confidentiality, please see privacy and policy under http://moetives.com; we keep that document updated as these practices and policies evolve over time).

In order for us to provide the service to you, we require that you grant us certain rights with respect to Your Data. For example, we need to be able to transmit, store and copy Your Data in order to display it to you and your teammates, to index it so you are able to search it, to make backups to prevent data loss, and so on. Your acceptance of this TOS gives us the permission to do so and grants us any such rights necessary to provide the service to you, only for the purpose of providing the service (and for no other purpose). This permission includes allowing us to use third-party service providers (such as Amazon Web Services) in the operation and administration of the service and the rights granted to us are extended to these third parties to the degree necessary in order for the service to be provided. These rights and permissions are not permanent: they terminate whenever you remove all or part of Your Data from The Service. We claim no ownership over Your Data.

f you or your end users send us any feedback or suggestions regarding the Service, you grant Moetives App ME an unlimited, irrevocable, free license to use any such feedback or suggestions for any purpose without any obligation to you or your end users.

Nothing herein shall limit our right to collect, use and analyse data and other information relating to the use and performance of the Services and related technologies and to disclose it in aggregate or de-identified forms in connection with our business. That means, for example, that we can tally up the number of people connected to the service on a given day, or the number of messages sent during a period of time, or any one of a near-infinite number of other measures or analyses and share that however we’d like.

You are solely responsible for your and your end users’ conduct, the content of Your Data, and all communications with others while using the Services. We may choose to review public content for compliance with our policies and guidelines, but you acknowledge that Moetives App ME  has no obligation to monitor any information on the Services. However, you further agree that Moetives App ME may remove or disable any public content at any time for any reason or for no reason at all. For example, if you upload files which do not belong to you and use the “Get Public Link” feature to make these files available publicly, we can delete those files. We are not responsible for the accuracy, appropriateness, or legality of Your Data or any other information you and your end users may be able to access using the Services. The Services provide features that allow you and your end users to share Your Data and other materials with others or to make it public. Please consider carefully what you allow to be shared or made public.

5. Payment Plans

To the extent of any portion of the Service that is made available for a fee, you will be required to select a payment plan and provide us with accurate information regarding your credit card or other payment instrument. You will promptly update your account information with any changes in your payment information. You agree to pay us the amount that is specified in the applicable payment plan in accordance with the terms set forth in the Service and this TOS, and you authorise us to bill your payment instrument in advance on a periodic basis in accordance with such terms. If you dispute any charges you must let us know within sixty (60) days after the date that we invoice you. All amounts paid are non-refundable and we reserve the right to change our prices in the future. If we do change prices, we will provide notice of the change on the Site or in email to you, at our option, at least 30 days before the change is to take effect regarding your use of the Service. If you do not agree to the price changes, you will have the right to reject the change by canceling the Service subscription before the price change takes effect.  Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.  So make sure to read carefully any notice about price changes.

You shall be responsible for all taxes associated with Services other than Brazilian domestic taxes.  That includes any import taxes that may apply.

6. Termination

You have the right to terminate your account at any time by using account deletion interface provided by Moetives.  We also reserve the right to terminate your account (or the access privileges of any end user) and this TOS at any time for any reason, or no reason, with or without notice. Upon termination of your account, we will have no obligation to maintain or provide Your Data, and will delete or destroy all copies of Your Data in our possession or control, in a reasonably expedient way, unless legally prohibited. However, all accrued rights to payment and the terms of Section 5 shall survive termination of this TOS.

7. Warranties

THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND Moetives Technologies EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM US OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but we shall use reasonable efforts to provide advance notice of any material scheduled service disruption. Further, you understand that the operation of the Service may be unencrypted if you chose to use unencrypted gateways to connect to the service and involve (a) transmissions over various networks, and (b) transmission to our third party vendors and hosting partners to provide the necessary technology and services to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Data. We will have no liability to you for any unauthorised access or use of any of Your Data, or any corruption, deletion, destruction or loss of any of Your Data.

8. Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL WE, OUR OWNERS, SHAREHOLDERS, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE to YOUR CLAIM or, IF NO FEES APPLY, one hundred ($100) U.S. dollars, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.

  1. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

9. Indemnification

You shall defend, indemnify, and hold harmless Moetives App ME from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Data, or your (and your end users’) use or misuse of the Service. We shall provide notice to you of any such claim, suit or demand. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

10. Agreement

If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable.

In addition to what is stated in this section or as explicitly agreed upon in writing between you and us, the Agreements constitute all terms and conditions agreed between you and us, and supersede any prior agreements in relation to the subject matter of these Agreements, whether in writing or verbal.

However, please note that other aspects of your use of the Moetives Service may be governed by additional agreements. This could include, for example, access to Moetives as a result of a gift card, free or discounted tests. When you receive an offer for such aspects of your use, an additional related agreement will be presented and you may have the opportunity to agree to the additional terms. Some of these additional terms are listed on Moetives Site. To the extent there is an irreconcilable conflict between any additional terms and these Terms, the additional terms shall prevail. 

11. Jurisdiction

Unless required by mandatory law of a Member State of the European Union or any other jurisdiction, the Agreements (and any non-contractual disputes / claims arising out of or in connection therewith) are subject to the exclusive laws of the state and federal courts of São Paulo, State of São Paulo, Brazil.

In addition, you and us agree to the jurisdiction of the courts set forth above to settle any dispute, claim or controversy arising in connection with the Agreements (and any non-contractual disputes / claims arising out of or in connection with them).