Welcome to Motivo. Motivo is a platform where mental and behavioral health professionals (“Therapists”) can obtain clinical supervision hours and also access peer consultation, master classes, webinars and training. Motivo is owned and controlled by Motivo Consulting, Inc. d/b/a Motivo (“Motivo,” “we,” “us,” or “our”). As used herein, “you,” “your” and other similar words mean you, the person who accesses or uses Motivo for the purpose of connecting with Therapists and providing clinical supervision hours to such Therapists (the “Supervision Services”).
Scope These Terms and Conditions govern your access to and use of Motivo and the website located at www.wearemotivo.com or any subdomain thereof (collectively, the “Platform”) and your provision of the Supervision Services. Please read the Terms and Conditions carefully. BY ACCESSING OR USING THE PLATFORM OR PROVIDING THE SUPERVISION SERVICES, YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT SET UP AN ACCOUNT WITH US, ACCESS OR USE THE PLATFORM OR PROVIDE SUPERVISION SERVICES THROUGH MOTIVO.
Access and Use You may access and use the Platform and the Services only if you are able to enter into these Terms and Conditions and form a legally binding agreement between you and us. The information you provide us must be complete and accurate and you must at all times be in compliance with these Terms and Conditions and all applicable laws.
To access and use the Platform and to provide the Supervision Services, you must (a) create an account and provide us the required account creation information and (b) create a username and password. You are responsible for the security of your passwords and for any use of your account. You must notify us immediately of any unauthorized use of your password or account.
You agree that you will not use the Website or the Services for any illegal purposes. You agree to be responsible for all information, content, including images, posts, communications, comments, links and other materials (“Information”) provided by you and for all activity that occurs with respect to your account. Your account is personal to you and may not be transferred. You agree that you will not allow any person access to your account and that you will not access any other person’s account. You agree that you will not enter, upload or disseminate any Information that infringes on the copyrights or other intellectual property rights of any third party.
Your Obligations When providing the Supervision Services, you agree to:
• Hold and maintain the necessary credentials and satisfying all continuing education requirements for your professional license(s) and/or credentials (“License/Credentials”).
• Maintain customary levels of professional liability insurance.
• Maintain a thorough understanding of the professional licensure/credential requirements applicable to clinical supervision and tele-supervision (for example, number of hours required and whether those hours can be obtained through tele-supervision) for the state or other geographic area with respect to which Supervision Services are provided. Each state’s requirements for clinical supervision hours vary and may change periodically and you acknowledge and agree that Motivo is not responsible for tracking each state’s or geographic area’s requirements for supervision hours, or advising you regarding the same.
• Make yourself reasonably available to Therapists to whom you provide Supervision Services, timely respond to inquiries from Therapists to whom you provide Supervision Services and complete any documents necessary for the Therapists to whom you provide Supervision Services to establish their participation in the clinical supervision hours.
• Promptly notify Motivo of any inquiries about your fitness or capability to maintain your professional license/credentials or any malpractice claims.
• Not intentionally misrepresent in any manner the foregoing on the Platform or to any actual or potential Therapist.
• Promptly notify Motivo or the Therapists, as applicable, of any change with respect to your performance of any of the obligations set forth above.
Motivo reserves the right to suspend your access to the Platform and to notify any Therapist thereof in the event that you are (a) not fulfilling the obligations set forth above; provided however, that Motivo has provided you written notice thereof and you have failed to cure such failure within the time period deemed reasonable to Motivo under the applicable circumstances or (b) the subject of any malpractice or licensure suspension claim or proceeding.
Compensation In consideration for the Supervision Services, Motivo agrees to compensation you accordance to the rate sheet provided by Motivo to you.
Non-Solicitation and Non-Compete Agreement With respect to Therapists established by way of Motivo, you agree that you will not make any attempt to solicit any Therapists or other clinical supervisors you have encountered through Motivo, or any of Motivo’s independent contractors, agents, vendors or employees, for the purpose of (a) working directly with the Therapist(s) outside of Motivo or (b) hiring or retaining such individual or entity to provide the same or similar services provided to Motivo in competition with Motivo. In addition, you agree not to use any information, including Confidential Information, you obtain, directly or indirectly, about Motivo, the Platform or Motivo’s business model, to participate in the creation of, or accept employment with, any entity which seeks to compete with Motivo. These non-solicitation and non-compete provisions shall apply so long as you have an Account with Motivo and for a period of 12 months following the termination of your Account with Motivo. The foregoing shall not apply to clinical supervision services provided separately from Motivo.
Use Restrictions You agree that you will not: (a) access, monitor, or copy any content or information on the Platform using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission; (b) violate the restrictions in any robot exclusion headers on the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform; (c) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure; (d) “frame,” “mirror,” or otherwise incorporate any part of the Platform into any other website without our prior written authorization; (e) intentionally or unintentionally violate any applicable local, state, national, or international law or regulation; or (f) access the Platform to engage in any form of fraud or misrepresentation. You understand and agree that Motivo may, in its sole discretion, terminate your access to the Platform at any time and without notice as may be necessary to enforce the foregoing use restrictions.
Security We care about the security of your personal account information. We use a variety of security technologies and procedures to help protect your personal and account information from unauthorized access, use, and disclosure. For example, the personal and account information you provide us through the Platform is encrypted on computer servers that are located in controlled facilities. We restrict personal and account information to our employees, contractors, and agents who need to know that information in order to operate, develop, or improve the Platform and our Services. These individuals are bound by confidentiality obligations and may be subject to discipline, including termination, if they fail to meet these obligations. We continuously work to protect the security of your personal and account information; however, we cannot guarantee that unauthorized third parties will not be able to circumvent our security measures. Please notify us immediately of any unauthorized use of your account or personal or account information.
Assumption of Risks Related to the Services YOU KNOWINGLY AND FREELY ASSUME ALL RISK RELATED TO YOUR USE OF THE PLATFORM AND YOUR PROVISION OF THE SUPERVISION SERVICES. ON BEHALF OF YOURSELF AND YOUR PERSONAL REPRESENTATIVES AND HEIRS, YOU HEREBY RELEASE (AND AGREE TO IN THE FUTURE) RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY MOTIVO AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUB-LICENSEES, SUCCESSORS, AND ASSIGNS FROM ANY AND ALL CLAIMS, ACTIONS OR LOSSES FOR BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE PLATFORM OR YOUR PROVISION OF THE SUPERVISION SERVICES.
Grant of License For as long as you comply with these Terms and Conditions, we grant you a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Platform. The Platform may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any purpose.
Information We are not obligated to store, maintain or provide you a copy of your or any other user’s Information or personal or account information.
Interactive Services The Platform includes interactive features and services, including social networking functionality, forums, message boards, ratings or review functionality, and similar services, in which you or third parties may send messages to other users of the Services, and create, post, or store profile data, photographs, ratings or reviews, and other content on or through the Services (“Interactive Services”). You are solely responsible for your use of Interactive Services and use them at your own risk. By using our Interactive Services, you agree not to post, transmit, distribute, upload, or otherwise disseminate through the Services any of the following:
• Information that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
• Information that violates, or that causes us or our affiliates, subsidiaries, or partners to violate, any applicable law, regulation, or order of any governmental authority in any jurisdiction
• Information that infringes or violates, or that may infringe or violate, any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party, or that you otherwise do not have the right to make available;
• Confidential Information of any person or entity, including, without limitation, addresses, phone numbers, email addresses, social security numbers, credit card numbers, and any trade secrets or information for which you have any obligation of confidentiality or material that impersonates any person or entity, or misrepresents your affiliation with the Services or with any other person or entity;
• Information that is or contains any advertising or solicitation, including, without limitation, links to commercial products or services or any political campaigning (except in portions of the Services that are expressly designated as portions in which such material is allowed);
• Comments that are in any way (or that in any way could be perceived as being) derogatory, negative or otherwise inappropriate (as determined in our sole, exclusive and very intolerant discretion) with respect to or in any way related to any child who is under 13 years of age;
• Viruses, corrupted data, or other harmful, disruptive, or destructive files; or
• Information that, in our sole judgment, is objectionable or restricts or inhibits any person or entity from using or enjoying any Interactive Services or other portions of the Services, or which may expose us or our users to harm or liability of any nature.
We take no responsibility and assume no liability for any Information posted, stored, or uploaded by you or any third party, or for any use of or loss or damage to any of such Information. Although we have no obligation to screen, edit, or monitor any Information posted on or transmitted through the Services, we reserve the right, and have absolute discretion, to remove, screen, and edit any Information posted, stored, or transmitted on or through the Services at any time and for any reason without notice. You will post and communicate Information on or through the Services at your own risk and we will have no obligation or liability regarding the use, misuse or dissemination of such Information by third parties or other users of the Services.
If you post Information on or through the Services, then, unless we indicate otherwise, you (a) grant us and our subsidiaries and affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Information throughout the world in any media; (b) grant us and our affiliates, subsidiaries, and sub-licensees the right to use the name that you submit in connection with such Information, if we choose; and (c) represent and warrant that you own and control all of the rights to the Information that you post, or that you otherwise have the right to post such Information to the Platform and the Services; and that the use and posting of Information you supply does not violate these Terms and Conditions, will not violate any rights of or cause injury to any person or entity, and will not otherwise create any harm or liability of any type for us or for third parties.
Third-Party Content The Platform, the Services and posts and communications from other users of the Services may contain links to Platforms and content of third parties (“Third-Party Content”) as a service to those interested in this information. We do not monitor, endorse, recommend or adopt, or have any control over, any Third-Party Content. We undertake no responsibility to update or review any Third Party Content and can make no guarantee as to its accuracy, completeness, reliability or suitability for you.
Additionally, if you follow a link or otherwise navigate away from the Platform, please be aware that these Terms and Conditions will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Content provider to which you navigate from the Platform. You access and use Third-Party Content at your own risk.
The Platform or the Services may contain advertisements and promotions from third parties. Your business dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party.
Information and Intellectual Property You agree that no Information will (a) be offensive, threatening, libelous, defamatory, obscene or otherwise objectionable, (b) infringe on the copyrights, trademarks, patents or other intellectual property rights of any third party, (c) violate the privacy right of any third party, (d) violate these Terms and Conditions or (e) otherwise violate any applicable law. We do not pre-screen Information provided by you, but we reserve the right (but do not have the obligation) to remove any Information uploaded to or posted to the Platform.
The Platform and the Services, all software (source code and object code) related thereto, all content provided by us or our affiliates or agents, all processes, designs, techniques, concepts, improvements, modifications, inventions and discoveries related to the Platform and the Services, all trademarks, copyrights, service marks, patents, applications therefore, trade secrets and other intellectual property rights appurtenant thereto and any derivate works thereof related to the Platform and the Services are and shall remain our exclusive property. No use of the Platform and the Services shall be deemed to transfer title, or grant a license to the any of the foregoing. Except as otherwise set forth herein, Information that you post or communicate to other users shall, as between us and you, be your sole and exclusive property.
Our Trademarks All graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress (collectively, “Trademarks”) on the Platform belongs to Motivo or its licensors. Unless you and we agree otherwise in writing, Motivo’s Trademarks may not be used or displayed in connection with any product or service that is not Motivo’s, in any manner that is likely to cause confusion, or in any manner that disparages or discredits Motivo. All use of the Trademarks must be in accordance with Motivo’s trademark policies then in effect. Trademarks not owned by Motivo that appear on the Platform are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Motivo. Trademarks that are not owned by Motivo may not be used or displayed in any manner except with the written permission of the owners of those Trademarks.
Our Copyrights All content (other than your Information and Third-Party Content) included on the Platform or displayed through the Services such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Motivo or its licensors and protected by U.S. and international copyright laws. The compilation of all content on the Platform is the exclusive property of Motivo and protected by U.S. and international copyright laws.
You may not duplicate, copy, or reuse any portion of our visual design elements or concepts without our prior express written permission. Furthermore, you shall not, nor permit any other party to, (a) disassemble, decompile, decrypt, or reverse engineer, or in any way attempt to discover or reproduce source code for any part of the Platform or the Services; (b) alter, modify, or prepare derivative works based on the Platform or the Services or any materials related thereto; or (c) use any part of the Platform or the Services or any materials related thereto to create, invent or develop any computer program or other invention, work or device that performs, replicates, or utilizes the same or substantially similar functions as the Platform and or Services or any materials related thereto.
Feedback Any materials, including but not limited to comments, suggestions, ideas, or other information, provided by you in the form of email or other submissions to us (excluding Information you post on the Services in accordance with these Terms and Conditions) (collectively “Feedback”), are non-confidential and you hereby grant to us and our subsidiaries and affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use your Feedback for any purpose without compensation or attribution to you.
Electronic Communications When you access the Platform or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Platform. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Cancellation and Termination Although we will be sorry to see you go, you are entitled to terminate your account at any time. All cancellations must be made by logging into your account, go to the account settings and cancel the account. We have the right to at any time suspend or terminate your account and refuse any and all current or future use of the Platform and the Services for any reason or no reason. We cannot guarantee that your Information or personal or account information will be available to you following a cancellation, or suspension.
Release and Indemnification To the maximum extent permitted by applicable law, you hereby release and waive all claims against us and our respective affiliates, partners, officers, employees, agents, consultants, licensors, co-branders or other collaborators (collectively, “Covered Persons”), for all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and reasonable attorneys’ fees) of every kind and nature, arising from or in any way related to your access to or use of the Platform or the Services. You will indemnify, defend and hold Covered
Persons harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) (collectively, “Claims”) that may arise from or are related to your access to or use of the Platform or the Services. You will control the defense and settlement of any Claim that is subject to this indemnification, provided that we may at any time elect to take over control of the defense and settlement of any such Claim. In any event, you will not settle any such Claim without our prior written consent.
Modifications to the Platform and the Services We reserve the right to at any time and from time to time modify, upgrade or discontinue, temporarily or permanently, the Platform and the Services that we offer, with or without notice. We may upgrade the Platform and our Services and you agree that these Terms and Conditions will apply to such upgrades. You agree that we will not be liable to you, your employer or any third party with respect to any such modification, upgrade or discontinuance of the Platform or the Services.
Disclaimer of Warranties
YOUR USE OF THE PLATFORM OR THE SERVICES IS AT YOUR SOLE RISK. THE PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT WARRANT THAT (a) THE PLATFORM OR THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, (b) THE PLATFORM OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM OR THE SERVICES WILL BE ACCURATE OR RELIABLE, (d) THE QUALITY OF THE PLATFORM OR THE SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM OR THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (e) ANY ERRORS IN THE PLATFORM OR THE SERVICES WILL BE CORRECTED. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE PLATFORM, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) MADE AVAILABLE TO YOU THROUGH THE PLATFORM, SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM MOTIVO, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOTIVO WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE PLATFORM OR THE SERVICES OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR APPLICATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM OR THE SERVICES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Limitation of Liability
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT MOTIVO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MOTIVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE PLATFORM OR THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM OR THE SERVICES; (c) UNAUTHORIZED ACCESS TO TRANSMISSIONS OR ALTERATION OF YOUR INFORMATION; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY WITH RESPECT TO THE PLATFORM OR THE SERVICES; (e) OR ANY OTHER MATTER RELATING TO THE PLATFORM OR THE SERVICES. IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PLATFORM OR THE SERVICES EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00). CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Site Policies, Modification and Severability
Please review our other policies posted on the Platform. We reserve the right to make changes to our site, policies, and these Terms and Conditions at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
General Conditions You acknowledge and agree that Motivo may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Platform and the Services.
We reserve the right to modify these Terms and Conditions from time to time at our sole discretion. Any such modification will be effective immediately upon our posting of the revised Terms and Conditions on the Platform. We will provide no other notice to you. It is your responsibility to review our Terms and Conditions from time to time to ensure that you continue to agree with our Terms and Conditions. If you no longer agree to these Terms and Conditions after a modification, you must immediately cease using the Platform and the Services. All new or modified features related to the Platform and the Services, including the release of new features, tools and resources, will be subject to these Terms and Conditions.
You agree that you will not modify, adapt or hack the Platform and the Services or modify another application or Platform so as to falsely imply that it is associated with the Platform and the Services or Motivo. You agree that you will not reproduce, duplicate, copy, sell, resell or exploit all or any part of the Platform and the Services.
You understand that the technical processing and transmission of the Platform and the Services, including your Information, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
You agree that you will not upload, post, host, or transmit unsolicited email, SMS or “spam” messages. You agree that you will not transmit any worms or viruses or any code of a destructive nature.
If any portion of these Terms and Conditions is determined to be illegal, invalid, or unenforceable, such illegality, invalidity or unenforceability shall not affect any other portion of these Terms and Conditions. You may not assign any of your rights under these Terms and Conditions to anyone else. We may assign our rights to any other individual or entity at our discretion.
These Terms and Conditions are intended as a contract under and shall be construed and enforceable (both as to validity and performance), shall be interpreted and the rights and obligations of the parties shall be determined in accordance with the laws and procedures and provisions of the State of Tennessee (other than conflict of law rules which might result in the application of the laws of any other jurisdiction). We each agree to submit to the personal jurisdiction of the state and federal courts located in Hamilton County, Tennessee.
In the event that any litigation or dispute resolution procedure is utilized to enforce the provisions of these Terms and Conditions, the prevailing party in such action shall be entitled to the recovery of its reasonable attorneys’ fees and expenses, court costs, dispute resolution costs and expenses, expert witness fees and expenses and such other costs as are fixed by the court or other party serving to resolve such dispute.
We reserve the right to access, read, preserve, and disclose any Information or personal or account information we reasonably believe is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request; (b) enforce these Terms and Conditions, including investigation of potential violations hereof; (c) detect, prevent, or otherwise address fraud, security or technical issues; (d) respond to user support requests; or (e) protect the rights,
property or safety of Motivo, its users and the public. This includes exchanging information with other companies and organizations for payment processing and fraud protection and spam prevention.
The failure of us to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. These Terms and Conditions and the other policies, terms and conditions referred to in these Terms and Conditions constitute the entire agreement between you and us and will govern your use of the Platform and the Services, superseding any prior agreements between you and us. You may not assign these Terms and Conditions to any party. If any provision of these Terms and Conditions is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms and Conditions will remain in full force and effect.
Questions Any questions regarding these Terms and Conditions should be addressed to firstname.lastname@example.org.
These Terms and Conditions were last updated on July 2, 2018.