CLUB MOTIVATE TERMS AND CONDITIONS OF USE
INTRODUCTION
Welcome to Club Motivate’s website at http://www.clubmotivate.com (“Site”). The Site is owned and operated by Club Motivate, LLC, a California limited liability company (“Club Motivate”). All materials on the Site are primarily owned by Club Motivate. The Site may from time to time post information and materials from third parties, used pursuant to a license, agreement, or grant with the third party. The Site is intended for your personal use, entertainment, information and enjoyment. Your access and use, whether intended or not, is authorized only to the extent that you agree to abide by all applicable laws and these Terms and Conditions of Use. These Terms and Conditions of Use constitute and Agreement between you and Club Motivate. By using this Site, you are agreeing to the Terms and Conditions of Use. Please read the Terms and Conditions of Use carefully, including any and all hyperlinks contained therein, and save them. If you do not agree with them, you should leave the Site immediately.
Any questions or comments about, problems regarding, or information regarding misuse of the Site may be sent to the Site Administrator at MSimmons@clubmotivate.com
PROPRIETARY RIGHTS
You acknowledge that the Site, its content and all related copyrights, trademarks, patents, trade secrets and other proprietary rights are owned exclusively by Club Motivate and protected by federal, state and common law intellectual property laws. All content available on the site and the selection, arrangement, coordination, compilation, and derivatives of such content, is copyrighted under U.S. and international trademark and copyright laws and is owned exclusively by Club Motivate. You may not modify, remove, delete, transmit, transfer or sell, create derivative works from, or in any way exploit any of the content, in whole or in part, whether yourself or by assisting others to do any of the foregoing. Except as expressly permitted under U.S. copyright law, you may not upload, post, reproduce, or distribute in any way content protected by copyright, or other proprietary right, without first obtaining permission of the owner of the copyright or other propriety right.
Club Motivate, the Club Motivate logo design, and other logos, designs and service names on the Site (“Marks”) are trademarks and trade dress owned exclusively by Club Motivate and are protected under United States trademark law.
GRANT OF LIMITED LICENSE
Club Motivate grants you a limited, revocable and non-exclusive license to access and use this Site for personal, non-commercial purposes only. You may only view, download or print material from this Site for your own use and you must keep all copyright and other proprietary notices attached to any downloaded material. Any unauthorized use of the Site shall terminate any license or permission granted by Club Motivate without further notice.
RESTRICTIONS OF USE
You must be at least eighteen (18) years old to use the Site. If you are under eighteen (18) years old, you may only use the Site with supervision by a parent or legal guardian.
You may only use the Site for lawful purposes. You are prohibited from posting on or transmitting through the Site any unlawful, harmful, threatening, defamatory, or other objectionable material of any kind.
Your limited license granted above does not include any rights to: use the Marks or content in any manner without Club Motivate’s prior authorization; use any Marks or content in connection with a product or service that is not Club Motive’s, or in any way that is likely to cause confusion among consumers or is disparaging or defamatory; modify, download, duplicate, distribute (including by way of email, facsimile or other electronic means), publish, transmit, reproduce, copy, or resell the Site, the content or any portion or derivative thereof, including, but not limited to, any text, graphics, logos, photographs, audio, video, or programming code; commercially use the Site, the content or any portion or derivative thereof; use any robot, spider, data miner, scraper or other tool to access the Site or its related systems for any purpose; interfere with the proper working of the Site; bypass any Club Motivate measures used to prevent or restrict access to any portion of the Site; frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of Club Motivate; use Club Motivate’s name, trademarks, services marks, or logos in any meta tags or any other similar hidden text; or compile, disseminate or otherwise use data extracted from the Site.
DISCLAIMER OF WARRANTY
THE SITE AND ALL INFORMATION, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), SERVICES, CONTENT, AND CLUB MOTIVATE MARKS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE ARE PROVIDED BY CLUB MOTIVATE “AS IS” AND ON AN “AS AVAILABLE” BASIS. CLUB MOTIVATE AND ITS EMPLOYEES, DIRECTORS, AND OFFICERS MAKE NO WARRANTIES, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE OPERATION OF THE SITE OR TO THE INFORMATION, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), SERVICES, CONTENT AND CLUB MOTIVATE MARKS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, WHETHER EXPRESS OR IMPLIED, ORAL OR IN WRITING, IN FACT OR ARISING BY OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, CLUB MOTIVATE AND ITS EMPLOYEES, DIRECTORS AND OFFICERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE OR NON-INFRINGEMENT. CLUB MOTIVATE AND ITS EMPLOYEES, DIRECTORS AND OFFICERS MAKE NO WARRANTY THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS. CLUB MOTIVATE AND ITS EMPLOYEES, DIRECTORS AND OFFICERS MAKE NO WARRANTY AND DISCLAIM ANY LIABILITY REGARDING THE ACCURACY OR VALIDITY OF ANY DATA, MATERIALS, CONTENT AND/OR INFORMATION AVAILABLE THROUGH USE OF THE SITE OR RESIDING ON OR PASSING THROUGH ANY INTERCONNECTING NETWORKS USED IN CONNECTION WITH THE SITE.
LIMITATION OF LIABILTY
IN NO EVENT SHALL CLUB MOTIVATE OR ITS EMPLOYEES, AGENTS, DIRECTORS, OR OFFICERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING FROM RELIANCE ON ANY DATA, MATERIALS, CONTENT, OR INFORMATION AVAILABLE ON OR OBTAINED THROUGH USE OF THE SITE. CLUB MOTIVATE AND ITS EMPLOYEES, AGENTS, DIRECTORS, AND OFFICERS SHALL NOT BE LIABLE FOR, AND YOU SHALL BE SOLELY RESPONSIBLE FOR, YOUR HARDWARE, NETWORK CONNECTIVITY, HOSTING SERVICES, OPERATIONAL SOFTWARE, THIRD PARTY SOFTWARE, SECURITY, THE BACKUP AND STORAGE OF ANY DATA, AND THE ACTS AND OMISSIONS OF YOUR VENDORS. IN NO EVENT SHALL CLUB MOTIVATE OR ITS EMPLOYEES, AGENTS, DIRECTORS, OR OFFICERS BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY DELAYS, INACCURRACIES, FAILURES, ERRORS, OMISSIONS, INTERRUPTIONS, DELETIONS, DEFECTS, VIRUSES, COMMUNICATION LINE FAILURES OR THE THEFT, DESTRUCTION, DAMAGE OR UNAUTHORIZED ACCESS TO YOUR COMPUTER SYSTEM OR NETWORK, ARISING FROM USE OF THE SITE OR ANY INFORMATION, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), SERVICES, CONTENT, OR CLUB MOTIVATE MARKS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, INDIRECT, EXEMPLARY, OR SPECIAL DAMAGES, EVEN IF CLUB MOTIVATE HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
YOU ACKNOWLEDGE THAT CLUB MOTIVATE IS NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OR MATERIAL FOUND ON OR IN CONNECTION WITH THIS SITE, INCLUDING SUCH CONDUCT OR MATERIAL TRANSMITTED BY ANY MEANS BY ANY OTHER PERSON.
YOU UNDERSTAND THAT YOUR USE OF THE SITE AND RELIANCE ON ITS MATERIALS IS AT YOUR SOLE RISK. Certain state laws do not permit exclusions of certain damages or limitations of implied warranties. If these laws apply to you, some of the above may not apply to you and you may have additional rights.
INDEMNITY
You agree to defend, indemnify and hold harmless Club Motivate and its officers, directors and employees from and against all the liabilities, claims, damages, demands, and expenses (including reasonable attorneys’ fees and legal costs), made by a third party related to or arising out of your: (1) use of the Site; (2) failure to use the Site; (3) breach of the Terms and Conditions of Use; and (4) violation of any applicable law or the rights of a third party.
EMPLOYMENT OPPORTUNITIES
Club Motivate may post employment opportunities on the Site and/or invite interested persons to submit their resumes in response thereto. If you choose to respond, you authorize Club Motivate to use any information submitted in response for all lawful hiring and employment purposes. Club Motivate reserves the right to forward this information to its parents, subsidiaries and affiliates for legitimate business purposes. Nothing in these Terms and Conditions of Use or on the Site shall constitute a promise by Club Motivate to interview, hire or employ any individual who submits their information, or to review information submitted.
LINKED SITES
Parties interested in linking to the Site must contact minutes@clubmotivate.com before doing so. When establishing any link to the Site, you may not expressly or impliedly represent that Club Motivate endorses, sponsors or supports you.
No inference or assumption should be made and no representation implied that Club Motivate operates, controls or is connected with web sites that may be linked from the Site. Club Motivate is not responsible for the content or practices of third party web sites that may be linked from the Site.
MODIFICATIONS
Club Motivate reserves the right to modify or amend the Terms and Conditions of Use from time to time. Notifications of such changes will be posted on the Site. It is your responsibility to periodically check the Site for changes to the Terms and Conditions of Use.
TERMINATION
Club Motivate reserves the right to suspend or terminate your use of or access to the Site at any time if Club Motivate determines at its sole discretion that you have breached or attempted to breach the Terms and Conditions of Use, any law or regulation, or you engaged in conduct that Club Motivate considers inappropriate.
RESOLUTION OF DISPUTES
Notwithstanding anything to the contrary in these Terms and Conditions, you agree to resolve any and all claims, disputes or controversies arising out of or relating to your use of this Site, these Terms and Conditions or membership with Club Motivate (including, without limitation, your use of the equipment and facilities), exclusively by final and binding arbitration before the American Arbitration Association (AAA) in San Diego County and using the AAA Commercial Arbitration Rules. This includes, but is not limited to, claims related to fee disputes, personal injury and any other claim which my be asserted under the law of contract and/or law of tort and/or asserting a public policy or Constitutional claim. California law shall govern the dispute.
APPLICABLE LAW; JURISDICTION; VENUE; INJUNCTIVE RELIEF
By visiting the Site, you agree that the substantive and procedural laws of the State of California, except with respect to that body of law relating to choice of law, shall govern these Terms and Conditions of Use and any other dispute arising between you and Club Motivate. You and Club Motivate also consent to exclusive jurisdiction and venue in the state courts located in San Diego County of the State of California or, if appropriate, in the United States District Court located in the Southern District of the State of California for the resolution of any dispute, action, or proceeding arising in connection with this Agreement or your use or non-use of the Site. You further irrevocably waive any right you may have to trial by jury in any such dispute, action or proceeding.
Notwithstanding anything to the contrary in these Terms and Conditions of Use, Club Motivate may seek injunctive or other appropriate relief, without the need to post a bond, in any state or federal court in the State of California to the extent you infringe or otherwise violate Club Motivate’s intellectual property rights. Any award made by a Court in conjunction with litigation, or made in conjunction with arbitration, between the parties regarding these Terms and Conditions of Use shall include an award of all reasonable attorneys’ fees and legal costs incurred by the party in whose favor the final decision is rendered.
ASSIGNMENT
You agree that these Terms and Conditions of Use and all incorporated agreements may be assigned by Club Motivate in our sole discretion at any time without prior notice to you. You further agree that your assent to these Terms and Conditions of Use is personal and you may not assign this Agreement to any person or entity.
SEVERABILITY; WAIVER
If any provision of the Terms and Conditions of Use shall be deemed invalid, void or unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions of the Terms and Conditions of Use. These Terms and Conditions of Use may be waived only by a written instrument signed by the non-breaching party. The waiver by any party hereto of a breach of any provision of these Terms and Conditions of Use shall not operate or be construed as a waiver of any subsequent breach.
NOTICES
All notices, legal or otherwise, to Club Motivate shall be sent to either minutes@clubmotivate.com or 1160 J Street San Diego, CA 92101. Notice shall be deemed given 24 hours after an email is sent, unless the sending party is notified that the email address is invalid.
INDEPENDENT CONTRACTORS
No agency, association, partnership or joint venture between you and Club Motivate is intended or created by these Terms and Conditions of Use.
ENTIRE AGREEMENT
These Terms and Conditions of Use constitute the complete agreement between you and Club Motivate and supersedes all previous communications, representations, proposals, or agreements, either oral or written, with respect to the Site and any information, materials, products, services, Club Motivate Marks, or content available through the Site.
