Motive, Inc. Terms and Conditions
Last modified: May 31, 2025 // Formatting and section number corrections
1. Scope.
These terms and conditions (“this agreement” or “these terms”) apply to the design, development, delivery, and hosting of a website (the “Services” and the website, the “Website”) by Motive, Inc. (“Motive”) for You (“Customer”) as identified on any order agreed to by both Motive and Customer that incorporates these terms and conditions by reference (an “Order”).
2. Fees.
Motive will invoice Customer at the start of each calendar month for the fees due with respect to Motive’s performance of the Services. All fees on the invoice are exclusive of any taxes due. The Order may identify certain third-party software products used by Motive in providing the Services or otherwise necessary for Customer to access, use and enjoy the Website (“Third-Party Product”). Unless the Order expressly identifies discrete fees for Customer to use, access or enjoy a Third-Party Product, any fees related to such use, access or enjoyment are considered part of the total fees identified in the Order. The Customer will pay such fees within 30 days of receipt of an invoice, unless Customer provides with written notice that it has good faith dispute about a portion of the fees on the invoice. Customer acknowledges that by using the Website for any revenue-generating purpose, it accepts the Services as delivered.
In instances where the Customer’s Website does not launch within 90 days of the effective date of the Order, Motive reserves the right to commence billing for Services on the first day of the month following this 90-day period. This billing initiation is subject to any good faith disputes regarding the reasons for the Website’s delayed launch.
3. Customer’s Cooperation.
Customer agrees to fully and timely cooperate with Motive in its performance of the Services. As part of its obligation to cooperate with Motive, Customer will ensure that it: (a) provides all information, data and documentation (each item considered “Content”) reasonably requested by Motive to provide the Services; and (b) that all Content provided to Motive is accurate and complete. Customer must also notify Motive in writing of any “Heightened Security Requirements” (as defined below) that are applicable to Customer’s business, the Services or the Website. For the purposes of these terms, “Heightened Security Requirements” means any safeguard, control or process required by any laws, regulations, codes, guidance from regulatory and advisory bodies (whether mandatory or not), international and national standards, and sanctions, which are applicable to the Customer relating to security of network and information systems and security breach and incident reporting requirements, which may include the Gramm-Leach-Bliley Act (US), Cybersecurity Directive ((EU) 2016/1148) and Commission Implementing Regulation ((EU) 2018/151), all as amended or updated from time to time.
As between the parties, Customer shall have sole control and ownership of all Content. Customer shall ensure that it has authority to provide Content to Motive, and to instruct or allow Motive to collect, access, use, disclose, communicate, transmit, reproduce, store, modify, display and otherwise process (collectively, “Process”) Content as permitted by this agreement. Without limiting the foregoing, Customer shall ensure that all Content is obtained in compliance with applicable laws and if any Content is obtained from third parties, in compliance with applicable third party privacy policies, terms of use, and other agreements between Customer and such third parties. To the extent Content contains or constitutes personal information, Customer shall (i) provide all notices to relevant individuals (collectively, “Relevant Individuals”), and obtain all consents from Relevant Individuals, as needed for Motive to perform its obligations and exercise its rights hereunder, which shall each be in a form that complies with all applicable laws as well as findings, interpretation bulletins, guidance documents or fact sheets issued by applicable regulatory authorities; (ii) without limiting (i), Customer shall ensure that Relevant Individuals in Canada are notified that their personal information will be transferred and stored outside Canada and may be accessed by foreign courts, law enforcement and national security authorities; (iii) retain appropriate records of the notices and consents described in (i) and (ii), and promptly provide evidence of such notices and consents to Motive upon Motive’s request, including as needed for Motive to respond to any inquiry or investigation by any relevant governmental authority; (iv) provide Motive with only the minimum personal information required by it to perform its obligations hereunder; and (v) take reasonable steps to ensure the accuracy of any and all personal information provided to Motive. For the purpose of this agreement, “personal information” means information about an identifiable individual, including where there is a serious possibility that an individual could be identified through the use of that information, alone or in combination with other information.
4. Warranties and Disclaimers.
Each party represents and warrants to the other that it has full power and authority to enter into and perform this agreement. Motive further warrants that the Services will be performed with reasonable care and skill. Motive does not warrant that the Customer’s use of the Website will be uninterrupted or error-free, that the Website will be free from Vulnerabilities, or that except as expressly stated in the Order, the Services or the Website will comply with any Heightened Cybersecurity Requirements.
5. Limitation of Liability.
THESE TERMS SET OUT THE FULL EXTENT OF MOTIVE’S OBLIGATIONS AND LIABILITIES IN RESPECT OF THE SUPPLY OF THE SERVICES. ALL CONDITIONS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS CONCERNING THE SERVICES OR THE WEBSITE WHICH MIGHT OTHERWISE BE IMPLIED IN THIS AGREEMENT OR ANY COLLATERAL CONTRACT (WHETHER BY STATUTE OR OTHERWISE) ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED. NOTHING IN THIS AGREEMENT SHALL OPERATE TO EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (B) FRAUD; OR (C) ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NEITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY COLLATERAL CONTRACT FOR ANY LOSS OF REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF CONTRACTS; LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF, DAMAGE TO OR CORRUPTION OF DATA; OR ANY INDIRECT OR CONSEQUENTIAL LOSS; IN EACH CASE HOWSOEVER ARISING, WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES AND WHETHER ARISING IN OR CAUSED BY BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE. MOTIVE’S AGGREGATE LIABILITY IN RESPECT OF CLAIMS BASED ON EVENTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY COLLATERAL CONTRACT, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL IN NO WAY EXCEED FIFTY PERCENT (50)% OF THE TOTAL CHARGES DUE TO BE PAID BY THE CUSTOMER TO MOTIVE UNDER THIS AGREEMENT IN THAT CONTRACT YEAR.
6. Intellectual Property Rights.
All “Intellectual Property Rights” (as defined below) in the Website, excluding the Content, arising in connection with these terms shall be the property of Motive. Motive hereby grants the Customer a non-exclusive license to such Intellectual Property Rights for the purpose of accessing, using and enjoying the Website. For the purposes of these terms, “Intellectual Property Rights” means patents, utility models, industrial designs, rights to inventions, copyright and neighboring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
7. Indemnification.
The Customer will indemnify Motive against all damages, losses and expenses arising as a result of any action or claim alleging that the Content infringes, misappropriates or violates the rights (including Intellectual Property Rights and rights to privacy) of a third party or constitutes “Inappropriate Content” (as defined below). Motive will indemnify the Customer against all damages, losses and expenses arising as a result of any action or claim alleging that the Website infringes any Intellectual Property Rights of a third party, other than an action or claim arising out of the Motive’s compliance with any designs, specifications, or instructions of Customer. The indemnities in this paragraph are subject to the following conditions: (a) the indemnified party promptly notifies the indemnifier in writing of the claim; (b) the indemnified party makes no admissions or settlements without the indemnifier’s prior written consent; (c) the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and (d) the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.
8. Motive’s Right to Remove Content.
Motive reserves the right to remove Content from the Site where it reasonably suspects such Content is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, or blasphemous or otherwise violates any applicable laws (“Inappropriate Content”). Motive shall notify the Customer promptly if it becomes aware of any allegation that any Content on the Website may be Inappropriate Content.
9. Motive’s Right of Attribution.
Motive may include the statement on each page of the Website that attributes the design of the website to Motive (e.g., “Designed by Motive”) and may also include a copyright notice indicating that Motive owns the copyright to the Website.
10. Term.
These terms shall commence on the date the Order is agreed to in writing by both parties and shall continue unless terminated earlier in accordance with these terms.
11. Termination.
Without affecting any other right or remedy available to it, either party may terminate this agreement by providing the other party written notice no less than thirty (30) days prior to the effective date of the termination.
11.1. Early Termination by Customer.
In the event of termination initiated by the Customer within the first 30 days following their launch date, defined as the first partial day that their Website is live, the Customer shall be obligated to pay the prorated amount for the duration the Service was active, plus the prorated amount for the following month due to the 30-day notice requirement, in addition to an early termination fee equivalent to two months of Service.
11.2. Termination After Receipt of Promotional Credits or Discounts.
Should the Customer terminate this agreement during periods when promotional credits or temporary discounts are active, or within 30 days of such credits lapsing, the Customer is required to pay 50% of the total credits received upon Termination.
11.3 Effect of Termination.
On termination by either party, all licenses granted by Motive under these terms shall terminate immediately; Motive shall promptly return all Content to the Customer; and all provisions of these terms and all executory Orders shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
12. Force Majeure.
Neither party shall be in breach of these terms or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this agreement by giving ten (10) days written notice to the affected party.
13. Confidentiality.
Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination of these terms, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted in this paragraph. Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these terms; and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Neither party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
14. Entire Agreement.
These terms constitute the entire agreement between the parties. Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these terms.
15. No Modifications.
No modification of these terms shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
16. Waiver.
A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
17. Governing Law and Jurisdiction.
This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Oklahoma.
Each party irrevocably agrees that the state and federal courts located in Oklahoma City, Oklahoma, United States of America shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms or their subject matter or formation.
For Customers in Canada, this agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of the Province of Ontario and the laws of Canada applicable therein. Each party irrevocably agrees that the provincial and federal courts located in Toronto, Ontario, Canada shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms or their subject matter or formation.