Terms and Conditions of Use
1. Acceptance of Terms . Please read the terms and conditions of this Agreement (this “Agreement”) carefully before using this website (this “Site”) provided by Espresso Supply, Inc., a Washington corporation, doing business as Motif (“Motif”). THIS AGREEMENT GOVERNS YOUR USE OF THIS SITE. BY ACCESSING OR USING THIS SITE IN ANY WAY, YOU ARE AGREEING THAT THESE TERMS WILL APPLY. You should read these terms and conditions carefully before you use this Site. By using this Site, you accept these terms and conditions. If you do not agree to all of the terms and conditions contained in this Agreement, do not access or use this Site. Motif reserves the right to terminate your use of this Site including your use of this Site at any time without notice, and may do so for any breach of this Agreement, or any failure by you to comply with the rules and instructions on this Site.
Motif reserves the right to modify or terminate this Site (or any part thereof), either temporarily or permanently. Further, from time to time, Motif may modify the terms and conditions set forth in this Agreement and/or in the Rules. All such changes shall become effective once posted on this Site, and your use of this Site thereafter shall be subject to such changes. Your continued access or use of this Site constitutes your acceptance of the changes. Your access and use of this Site will be subject to the most current version of this Agreement, rules and guidelines at the time of such use. It is your responsibility to check for any such modification, changes, and notices. You agree that Motif shall not be liable to you or any third party for any modification or cessation of this Site. Your full use of this Site will therefore require your ongoing review of information provided by Motif in relation to use of this Site, including Motif’s provisions of new or revised instructions, updates, notices, newsletters, and other information.
Motif agrees to use commercially reasonable efforts to provide you with this Site. You agree that your use of this Site is not contingent upon the delivery of any future functionality or features, nor is it dependent upon any oral or written comments made by Motif with respect to future functionality or features.
3. License for Site . Upon your agreement to this Agreement, Motif grants you a non-exclusive, non-transferable limited license to use this Site in strict accordance with the terms and conditions in this Agreement and as permitted by the Rules and the instructions set forth on this Site. You agree not to make any false or fraudulent statements in your use of or to gain access to this Site. You acknowledge and agree that all content and Site available on this Site are property of Motif and its advertisers and licensors and are protected by copyrights, moral rights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws, in the U.S. and internationally. All rights not expressly granted herein are fully reserved by Motif, its advertisers and licensors.
3.1 Security. You agree that if you are issued a Username and Password by Motif, you shall use your best efforts to prevent access to this Site through your Username and Password by anyone other than yourself, including but not limited to, keeping such information strictly confidential, notifying Motif immediately if you discover loss or access to such information by another party not under your control and supervision, and by using a Username and Password not easily guessed by a third party.
You agree that you shall not try to reverse engineer, reverse assemble, reverse compile, de compile, disassemble, translate or otherwise alter any executable code, contents or materials on or received via this Site. You understand that such actions are likely to subject you to serious civil and criminal legal penalties and that Motif shall pursue such penalties to the full extent of the law to protect its rights and the rights of its other licensors.
3.2 International Users. Accessing this Site or the content available on this Site, except as expressly allowed through instructions and truthful statements by the User in regard to use of this Site, from places outside the U.S. or where their contents are illegal, is prohibited. Those who choose to access this Site from other locations do so knowingly on their own initiative and voluntarily at their own risk and are responsible for compliance with local laws. None of the information on this Site may be downloaded, exported or re-exported into any country with restrictions imposed by the U.S. Government. By using this Site, you agree that you are not a citizen of or a resident in any of these countries.
3.3 Export. You agree that you shall comply with all applicable export and import control laws and regulations in your use of this Site, or content received through this Site, and, in particular, you shall not export or re-export anything on or received through this Site in violation of local or foreign export laws and/or without all required U.S. and foreign government licenses.
7. Passwords . In connection with Motif’s provision of customer services, Motif may send to your email address (as designated by you at the time an account is established), information such as user-IDs and/or passwords which will enable you to access this Site (the “Passwords”). You agree to maintain the Passwords in strict confidence and not to provide the Passwords to any third party. You will notify Motif promptly if there is a loss or compromise of any Passwords and you will be solely responsible for all actions and fees incurred as a result of such incident resulting from your negligence or intentional misconduct. Any unauthorized use of the Passwords by you will constitute a material breach of this Agreement.
8. Ownership, License & Restrictions on Use . Unless otherwise indicated, Motif or its licensors holds the copyright to all materials on this Site, including without limitation, all software embedded in this Site, usage, processing and utilization rights to the source and binary code of add-ons, its documentation, text, graphics, logos, icons, images, content, audio/visual clips and design and any other related subject capable of being (legally) protected (collectively, the “Materials”). Any unauthorized use of the Materials contained on this Site may violate copyright, trademark and other laws. Unless otherwise indicated, Motif owns all of the trademarks, slogans and logos (collectively, the “Marks”) used and displayed on this Site. Except as otherwise set forth in this Agreement, no material, code or content from this Site (including, without limitation, the Marks), may be copied, saved, cut, re-pasted, reproduced, displayed, published or republished, downloaded, posted, digitized, translated, sold, licensed, rented, leased, publicly displayed, publicly performed, adapted, edited, modified, transmitted, distributed, derivative works created, or commercially exploited by you in any way. Systematic retrieval of data or other content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Motif is prohibited.
Use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited. You will not take any actions inconsistent with Motif’s ownership of, and rights in and to, the Materials. For clarity, without express written permission, including obtaining a license as necessary from Motif, you agree that you will not directly or indirectly: (i) assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Materials, or make the Materials available to third parties except as authorized by this Agreement; (ii) modify, translate, reverse engineer, decompile or disassemble the Materials for any purpose, including, without limitation, the creation of derivative works or similar Site; (iii) upload, link to or post any portion of the Materials on a bulletin board, intranet, extranet or web site; (iv) use or distribute the Materials in violation of any applicable laws, regulations or export restrictions; or (v) possess or use the Materials in any format other than machine-readable format.
Motif retains all rights not expressly granted, and nothing in this Agreement constitutes a waiver of any rights under copyright laws or any other federal, state or local law, regulation, ordinance or treaty. Nothing in this Agreement should be construed as conferring by implication, estoppel or otherwise, any license or right under or to any intellectual property right, including without limitation, any patent, trademark, service mark or copyright of Motif or any third party.
If you are using this Site in any country within the European Union, the prohibitions set forth herein will not affect your rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs. Use, duplication, or disclosure by or for the United States Government is subject to the restrictions set forth in DFARS 252 .227-7013(c)(1)(ii) and FAR 52 .227-19.
The names, images and logos identifying third parties and their products and services are protected by copyright and trademark of such third parties. Nothing in these terms and conditions will be interpreted as conferring any license or rights to use any trademark, registered designs or copyrights of any other third party.
9. Use of Site . You acknowledge and agree that you will use this Site only for lawful purposes. For the avoidance of doubt, the term “lawful commercial purposes,” as used in this Agreement, does not include, among other things, the right to:
(i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
(ii) send or store infringing, obscene, threatening, harassing, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights;
(iii) send messages to any purchased (email) lists, purchased distribution lists, purchased newsgroups, or purchased email addresses;
(iv) send or store material containing malicious code, including, without limitation, software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; or
(v) use this Site in any other manner which violates any Policy or any applicable law.
You agree to report immediately to Motif, and to use your best efforts to stop immediately, any violation of the terms and conditions set forth in this Section 9 or in any of the Rules. In the event of any suspected violation of any term, condition or restriction set forth in this Section 9 or in any Policy, or in the event Motif otherwise reasonably objects to any inappropriate or improper content uploaded by you in connection with its use of the Service, Motif may immediately disable your access to this Site and suspend its provision thereof without liability.
10. No Tampering . Except as otherwise expressly permitted in writing by Motif, you agree that you will not remove, disable, modify or attempt to remove, disable or modify content generated in connection with this Site by Motif.
11. Confidential Information . For purposes of this Agreement, “Confidential Information” means any information concerning one of the parties (the “Disclosing Party”) whether prepared by that party, its representatives or otherwise, regardless of the form or format in which communicated, which is furnished to the other party (the “Recipient”) or its representatives, before, on or after the date of this Agreement, by or on behalf of the Disclosing Party, and shall include, among other things, (i) business plans, financial reports, financial data, employee data, customer lists, forecasts, strategies, marketing and promotional plans and all other business information; (ii) information about agents, Partners, subcontractors, associates, affiliates, successor companies, or assignees and (iii) software code, diagrams, Site designs and/or specifications, algorithms, computer programs, mask works, inventions, unpublished patent applications, manufacturing or other technical or scientific knowhow, specifications, technical drawings, diagrams, schematics, technology, processes, and any other trade secrets, discoveries, ideas, concepts, know-how, techniques, materials, formulae, compositions, information, data, results, plans, surveys, and/or reports of a technical nature or concerning research and development and/or engineering activity or other documents prepared by the Recipient or its representatives which contain, reflect or are based upon, in whole or in part, the information furnished to the Recipient or its representatives by the Disclosing Party or its representatives pursuant hereto. The burden of proof shall be on the Receiving Party to show that disclosed information designated pursuant to this Section is not Confidential Information.
The Receiving Party shall not use the Confidential Information for any purpose other than in connection with this Site. The Receiving Party shall not disclose the Confidential Information to any third party without the express written consent of the Disclosing Party. The Receiving Party will permit only its personnel with a reasonable need to know to access the Confidential Information. Any person allowed access to the Confidential Information by the Receiving Party shall be bound by a written confidentiality agreement covering the Confidential Information, the terms of which are at least as stringent as those in this Agreement. The Receiving Party may disclose Confidential Information to its professional advisors or contractors if said advisors or contractors require access to said Confidential Information in the course of their professional duties for the Receiving Party, but only so long as said professional advisors or contractors are under a contractual or binding ethical duty to maintain the confidentiality of the Confidential Information. The Receiving Party may also disclose Confidential Information if legally required to do so by legal process, but only after in good faith attempting to obtain a protective or other order preventing public disclosure of the Confidential Information and, as soon as reasonably practicable, informing the Disclosing Party of the demand that the Confidential Information be released.
The Receiving Party, and everyone to whom the Receiving Party provides access, agree to use the same degree of care in protecting the Disclosing Party’s Confidential Information as is used for the Receiving Party’s information of like importance, and in no event will the Receiving Party, or its disclosees, use less than a reasonable degree of care in protecting the Confidential Information against unauthorized disclosure.
You understand and agree that the disclosure of Confidential Information does not assign any ownership rights in the Confidential Information disclosed, nor does it provide a license to use the Confidential Information except for the limited purposes expressed in this Agreement.
12. Representations, Warranties and Covenants . You represent and warrant to Motif that: (i) if an individual, you are at least eighteen (18) years old; (ii) if an entity, you are a company duly organized and validly existing in good standing under the laws of the state in which you are organized; (iii) you have full power and authority to enter into this Agreement, which constitutes a legal, valid and binding obligation enforceable against you in accordance with the terms of this Agreement; (iv) all information provided by you is and will be truthful and accurate; (v) your use of the Materials and this Site is and will at all times be in accordance with the terms and conditions set forth in this Agreement, the Rules and all applicable laws, rules and regulations, and without infringement or misappropriation of any intellectual property right or other right of a third party; (vi) you are not directly or indirectly engaged in any business relationship or activity that competes with this Site; and (vii) neither you nor any of your officers, directors or personnel is located in a United States embargoed country, or is, or has been, named on the United States Treasury Department’s listing of specially designated nationals and blocked persons or is, or has been, otherwise blacklisted by any instrumentality of the United States or barred from receiving this Site under the laws of the United States or other applicable jurisdictions, including the country in which you reside or from where you use this Site.
You also represent and warrant to Motif that if you submit any information to other persons or entities, whether through express permission from Motif or otherwise in connection with any Motif program for sharing information in connection with your authorized use of this Site, you are solely responsible for verifying the compliance of such other persons or entities with the representations, warranties, and covenants herein.
13. Third Party Site and Site . Materials and websites provided by third parties (collectively, the “Third-Party Site”) are governed by separate agreements accompanying such Materials and websites. Such Materials and websites may be accessed in connection with both first and third party mobile and computer applications downloaded and installed by you. You agree Motif offers no guarantees and assumes no responsibility or liability of any type with respect to the Third-Party Site, including any liability resulting from incompatibility between a Third-Party Service, Motif Materials, Motif-provided Site or another Third-Party Site. You agree that you will not hold Motif responsible or liable with respect to the Third-Party Site. You may be transferred to online merchants or other third-party sites through links or frames from this Site, or you may receive newsletters or other information containing links to third party sites. You are cautioned to read such sites’ terms and conditions and/or privacy policies before using such sites in order to be aware of the terms and conditions of your use of such sites. These sites may contain information or material that is illegal, unreasonable or that some people may find inappropriate or offensive. These other sites are not under the control of Motif, are not monitored or reviewed by Motif, and Motif is not aware of the contents of such sites. You acknowledge that Motif is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the contents or any transmissions received through such sites. The inclusion of such a link or frame does not imply endorsement of this Site by Motif, its advertisers or licensors, any association with its operators and is provided solely for your convenience. You agree that Motif and its licensors have no liability whatsoever from such third-party sites and your usage of them.
14. Open Source Software . You acknowledge and understand that certain open source code may be incorporated into this Site (the “Source Code”). Except as otherwise set forth in the applicable Source Code license therefor, the Source Code is provided “as is,” and without representation or warranty of any kind. You hereby release and holds harmless Motif from and against any and all claims, losses, liability, damages, expenses, costs (including, but not limited to, reasonable attorneys’ fees) and/or actions arising therefrom.
15. Cookies . Cookies are very small text files placed on your hard drive or device by Motif’s computer server. It serves as your identification card and is uniquely yours. A cookie can only be read by the server that gave it to you. Cookies tell Motif that you returned to a specific Web page on Motif’s site, and help Motif to track your preferences and transactional habits. Cookies help Motif to personalize your experience at this Site by permitting Motif’s computer server to "remember" who you are. Cookies cannot be used to run programs or deliver viruses to your computer.
You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you reject a cookie you may still use Motif; however, your use may be limited in some areas.
16. Right of Access . You always have the right to receive information regarding your personal data, its origin and destination and the purpose of storage. Information about the stored data can be requested via email@example.com.
17. Disclaimer of Warranties . THIS SITE AND MATERIALS ARE PROVIDED BY MOTIF UNDER THIS AGREEMENT “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, PERFORMANCE, SECURITY, INTEGRATION, QUIET ENJOYMENT, SATISFACTORY QUALITY, AND THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, MOTIF, AND ITS RESELLERS MAKE NO WARRANTY THAT (I) THIS SITE OR MATERIALS WILL MEET YOUR REQUIREMENTS; (II) THIS SITE OR MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS SITE OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (IV) THE QUALITY OF THIS SITE OR ANY SITE OR MATERIALS PURCHASED OR ACCESSIBLE BY YOU WILL MEET YOUR EXPECTATIONS; AND (V) ANY ERRORS OR DEFECTS IN THIS SITE OR MATERIALS WILL BE CORRECTED.
THIS SITE AND MATERIALS MAY INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. MOTIF MAY MAKE CHANGES TO THIS SITE AND MATERIALS, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS LISTED, AT ANY TIME IN ITS SOLE DISCRETION AND WITHOUT NOTICE. THIS SITE AND MATERIALS MAY BE OUT OF DATE, AND MOTIF MAKES NO COMMITMENT TO UPDATE THIS SITE AND MATERIALS.
YOU ACKNOWLEDGE AND AGREE THAT: (I) MOTIF DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY MATERIALS, PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES, INCLUDING THIRD-PARTY VENDORS AND THIRD PARTIES ACCESSIBLE THROUGH LINKED SITES; (II) MOTIF MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT ANY SUCH THIRD PARTIES, THEIR MATERIALS, PRODUCTS, SERVICES OR WEBSITE; (III) ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK; AND (IV) MOTIF SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY MATERIALS, PRODUCTS, SERVICES OR WEBSITE OFFERED BY THIRD PARTIES. THE LISTED PRICES ARE NOT A BINDING PROMOTION FROM THE PROVIDER AND IN ANY CASE THEY ARE NOT A BINDING OFFER FROM MOTIF.
MOTIF SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO THIS SITE, PRODUCTS AND ANY ACTIONS RESULTING FROM YOUR USE OF THIS SITE AND MATERIALS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOTIF WILL HAVE NO LIABILITY RELATED TO USER MATERIALS ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY, OBSCENITY OR OTHER LAWS. MOTIF ALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE MISUSE, LOSS, MODIFICATION OR UNAVAILABILITY OF ANY USER MATERIALS.
THE USE OF THIS SITE OR THE DOWNLOADING OR OTHER USE OF ANY MATERIALS IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. MOTIF ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR OTHER SIMILAR SOFTWARE CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THIS SITE OR IN CONNECTION WITH ANY SITE OR MATERIALS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MOTIF OR VIA THIS SITE OR MATERIALS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT OR OTHER WRITTEN AGREEMENT. MOTIF WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT WITH RESPECT TO THIS SITE OR ANY SITE OR MATERIALS, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. ANY IMPLIED WARRANTIES REQUIRED BY LAW ARE LIMITED TO THE SHORTEST PERIOD POSSIBLE IN SUCH JURISDICTION. NO CLAIM MAY BE ASSERTED BY YOU AGAINST MOTIF MORE THAN TWELVE (12) MONTHS AFTER THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM. IN THE EVENT OF ANY FAILURE, OR MOTIF’S NON-PROVISION, OF THIS SITE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE FOR MOTIF TO USE COMMERCIALLY REASONABLE EFFORTS TO REPAIR OR PROVIDE THIS SITE.
18. Limitation of Liability . IN NO EVENT SHALL MOTIF, ITS AFFILIATES OR RESELLERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, OR ANY DAMAGES OR LOSSES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF MOTIF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH: (1) THE ACCESS OR USE OF OR THE INABILITY TO ACCESS OR USE THIS SITE OR MATERIALS; (2) THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR VIA THIS SITE OR MATERIALS; (3) ANY DEALINGS WITH VENDORS OR OTHER THIRD PARTIES; (4) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, USER MATERIALS OR OTHER DATA; (5) ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED; (6) ANY FAILURE TO STORE OR LOSS OF DATA, FILES, MATERIALS OR OTHER CONTENT; (7) ANY SITE AVAILABLE THAT ARE DELAYED OR INTERRUPTED; (8) ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE; OR (9) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE ANY LINKED SITE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IN WHOLE OR PART. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW OF YOUR JURISDICTION.
19. Indemnification . You agree to indemnify and hold Motif its affiliates, resellers and their respective officers, directors, partners, employees, attorneys or agents harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of: (a) your content and any other content (e.g. computer viruses) that you may submit, post to or transmit through this Site (including a third party’s use of such content (e.g. reliance on the accuracy, completeness or usefulness of your materials)); (b) your access to or use of this Site or Materials (including any use by your employees, contractors or agents and all uses of your account numbers, user names and passwords, whether or not actually or expressly authorized by you, in connection with this Site or any Site or Materials); (c) your connection to this Site or Materials; (d) your violation of this Agreement; (e) your infringement of any third party’s intellectual property rights when using any of the Materials made available on this Site; (f) your violation of any rights of any third party; or (g) any dealings between you and any third parties advertising or promoting via this Site or Materials.
Motif reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Motif in asserting any available defenses.
20. Term and Termination .
Motif may suspend or terminate this Agreement or User’s use immediately upon receipt of any notice which alleges that User has used this Site for any purpose that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, etc. of its agents, officers, directors, contractors or employees. In such event, Motif may disclose the User’s identity and contact information, if requested by a government or law enforcement body or as a result of a subpoena or other legal action, and Motif shall not be liable for damages or results thereof and User agrees not to bring any action or claim against Motif for such disclosure.
Upon termination of this Agreement for any reason, all Data and Information may be destroyed and deleted in accordance with the terms and conditions set forth in this Agreement.
21. Governing Law and Jurisdiction. You agree that all matters relating to this Agreement shall be governed by the statutes and laws of the State of Washington, without regard to the conflicts of laws principles thereof. You also agree and hereby submit to the exclusive personal jurisdiction and venue of an appropriate state or federal court in Seattle, Washington with respect to such matters, and that the prevailing party in any dispute shall recover its reasonable attorney’s fees.
22. General. This Agreement and other rules, guidelines, licenses and disclaimers posted via this Site or in connection with the Materials and Site constitute the entire agreement between Motif and you with respect to your access to or use of this Site and Materials are supersede any prior agreements between you and Motif on such subject matter (including any prior versions of this Agreement). Notwithstanding the foregoing, to the extent that any terms set forth in this Agreement expressly contradict any terms of a written agreement between you and Motif regarding the use of specific Site or Materials (the “Executed Agreement”), such contradictory terms set forth in the Executed Agreement shall govern. You may also be subject to additional terms and conditions that may apply when you use other Motif Site, third party content or third-party software. You may not assign or otherwise transfer this Agreement nor any right granted hereunder without Motif’ s prior written consent. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of this Agreement shall continue in full force and effect. Any failure by Motif to enforce or exercise any provision of this Agreement or related right shall not constitute a waiver of that right or provision. The section titles used in this Agreement are purely for convenience and carry with them no legal or contractual effect.
23. Consent to Use of Electronic Signatures and Records. As a convenience and courtesy to you, Motif provides access to its Site online which may require you to enter into agreements or receive notices electronically. Accordingly, you acknowledge and agree that by clicking “I Agree” or “I Accept” anywhere on this Site or by otherwise agreeing to the terms and conditions set forth in any agreement posted on this Site:
- you agree to conduct electronically the particular transaction into which you thereby enter including, without limitation, entering into this Agreement;
- you have read and understand the electronic copy of electronic contracts, notices and records, including, without limitation, this Agreement, the Rules and any amendments hereto or thereto;
- you agree to, and intend to be bound by, the terms of the particular transaction into which you thereby enter;
- you are capable of printing or storing a copy of electronic records of transactions into which you enter including, without limitation, this Agreement and any amendments hereto; and
- you agree to receive electronically information about this Site and other electronic records into which you thereby enter including, without limitation, this Agreement.
If you wish to withdraw this consent, please contact us at firstname.lastname@example.org in which case Motif shall have the right to terminate your use of this Site.
Your confidence in Motif is very important to us. If you have any further questions about the terms and conditions, you can contact us via e-mail (email@example.com). Motif will respond to your request promptly.