Terms of Use

MOTIVO TERMS AND CONDITIONS

These Terms and Conditions (“Terms”) govern the relationship between Motivo Consulting, Inc d/b/a Motivo, a Tennessee limited liability company (“Motivo”, “we”, “us”, “our(s)”), and you, the Supervisee (as defined below). By using the Website and accessing our Services, you agree to be bound by these Terms.

1. Definitions. The following definitions shall apply to any capitalized terms which are not otherwise defined within the Terms.

(a) “Account” means your account with Motivo to utilize the Services (as described in Paragraph 7).

(b) “Affiliates” means the owners, members, directors, officers, employees, independent contractors, vendors, agents, and affiliates of Motivo. The defined term, “Affiliates”, does not include you, the Clinical Supervisor, who is agreeing to these Terms.

(c) “Applicable Law” means any and all federal, state or local laws, statutes, ordinances, regulations, or rules which are now in effect or which may come in to effect.

(d) “Clinical Supervisor” means a professional with a current professional license in the field of mental health who also meets qualifications to provide clinical supervision in the state(s) in which they are licensed, who uses our Services and/or Website.

(e) “Professional License” means full state licensure in the mental health field, including LMFT, LCMFT, LPC, LMHC, LCSW, Licensed Psychologist, Certified Addictions Counselor, Certified Alcohol and Drug Counselor.

(f) “Personal Information” means the personal information you provide to Motivo to register your Account, access the Website and/or use the Services. Personal information includes, without limitation, your name, email address, home or other physical addresses, telephone number, payment information and any other information which may be used to identify you.

(g) “User” means any individual who uses Motivo for Services and/or attends webinars and trainings, and includes, but is not limited to, a Clinical Supervisor and Supervisee.

  1. (h)  “Services” has the meaning set forth in Paragraph 2.

  2. (i)  “Supervisee” means an individual who utilizes Motivo’s Services to obtain

clinical supervision hours which may be necessary for the individual to acquire a professional License or Certification in the field of mental health.

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(j) “Website” means Motivo’s website found at www.wearemotivo.com

2. Services. Motivo provides the following services:

(a) A means for connecting individuals who have earned a post-graduate degree in mental health counseling, or an equivalent degree, with potential Clinical Supervisors in order to obtain clinical supervision hours which may be required to obtain a Professional License.

(b) A peer consultation portal which can be used by Users to, among other things, connect with other mental health professionals for the purpose sharing information and seeking guidance.

(c) Webinars and trainings on topics of interest to mental health professionals, attendance at which is purchased on an as-desired basis.

All services described in this Paragraph are collectively referred to as “Services”.

3. Acceptance. By using the Website and Services, you acknowledge and agree that you are at least eighteen (18) years of age, have read and understood these Terms and are voluntarily bound by these Terms. If you are accessing or making use of the Website or Services on behalf of a User, you acknowledge and agree that you have discussed these Terms with the User and have the authority to bind, and are actually binding, the User to these Terms in addition to binding yourself. If you do not agree to be bound by these Terms, do not proceed with accessing or otherwise using the Website or Services.

4. Grant of License. For as long as you comply with these Terms, we grant you a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Website and related Services. The Website may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose.

5. Intellectual Property.

(a) All text, pictures, graphics, logos, images, documents and other content, unless otherwise stated, which you may have access to through the Website or the Services, is owned by, or licensed to, Motivo or its Affiliates and is protected by U.S. and/or international copyright, trademark, and other Applicable Laws. The Website, 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 Website and 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 Website and Services are and shall remain our exclusive property. 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 Website or Services; (b) alter, modify, or prepare

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derivative works based on the Website or Services or any materials related thereto; or (c) use any part of the Website or 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 Website or Services or any materials related thereto. Your use of the Website or Services constitutes your agreement that you will not, by any means, acquire any intellectual property rights of the various types of content described in this Paragraph. In addition, you agree that you will not disclose, reproduce, duplicate, copy, sell, share or otherwise exploit any of the various forms of content without the prior, written consent of Motivo.

(b) You agree that no information that you share on our Website or through our Services will (a) be offensive, threatening, libelous, defamatory, obscene or otherwise objectionable; (b) infringe on the copyrights or other intellectual property rights of any third party; (c) violate the privacy right of any third party; (d) violate these Terms; 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 Website.

6. Payment. Your ability to use the Services is contingent upon timely payment of all required fees. You authorize Motivo to automatically deduct all applicable fees from any payment account designated by you in your Account. You are responsible for ensuring that you have available funds in your payment account(s) on the date of the automatic deduction. Motivo is not responsible for any fees you incur from your financial institution for failure to have sufficient funds available in your payment account(s) on the date of the automatic deduction. If you fail to pay any fees within ten (10) days of the due date, Motivo may suspend your access to the Services until the past due charges are paid in full. You acknowledge and agree that Motivo is not required to provide you with notice of the expiration of the ten-days as a prerequisite to suspending your Account.

7. Accounts. To utilize the Services, you must create an Account. To create such Account, you must select a username and password. It is solely your responsibility to protect your login credentials from third parties as you will be responsible for any and all actions, including unauthorized actions, taken under your Account. As such, you agree to access the Services exclusively from a private computer with updated virus protection. You further agree to provide, and update when necessary, the required Personal Information in your Account.

8. User Profiles. In addition to the Accounts described in Paragraph 7, you agree to provide and maintain an accurate User profile, which will be accessible to anyone utilizing Motivo’s Services. Your profile must not contain any misleading or false statements including, without limitation, statements regarding your eligibility to serve as a Clinical Supervisor (if applicable), the status of your professional license, your credentials or experience.

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9. Supervisee Responsibilities. When using the Services to obtain clinical supervision hours required by the state in which you are seeking a professional license, you agree to be solely responsible for the following:

(a) Having and maintaining a thorough understanding of the licensing state’s requirements as they pertain to clinical supervision (for example, number of hours required and whether those hours can be obtained through tele-supervision); and

(b) Verifying that the Clinical Supervisor(s) you select as your clinical supervisor(s) meet the requirements of the licensing state, are otherwise qualified to serve as a clinical supervisor and may do so via tele-supervision, at all times during your use of the Services.

(c) Each state’s requirements for clinical supervision hours vary and may change periodically. You acknowledge and agree that Motivo is not responsible for tracking each state’s requirements for clinical supervision hours, or advising you regarding the same, nor is Motivo responsible for verifying the eligibility of any Clinical Supervisor to serve in such capacity.

10. Security. We care about the security of your Personal Information and Account information. We continuously work to protect the security of your Personal Information and your 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.

11. No Medical Services. You agree that you will make it clear to our Users that the Services do not constitute medical advice or medical opinions and that the information made available on or through the Website and Services should not be relied upon when making medical decisions or to diagnose or treat a medical or health condition.

12. No Employment Status. Motivo does not have an employer-employee relationship with any of its Users. Users who participate in the Services are doing so as independent contractors. All persons employed by you shall be your employees or independent contractors. You shall be fully responsible for yourself and them, including, without limitation, with respect to compensation to your employees and independent contractors, withholding taxes, worker’s compensation, other insurance and other required payments.

13. Non-Solicitation and Non-Compete Agreement. Motivo understands that some of its Clinical Supervisors may be in private practice and already serve as clinical supervisors to supervisees outside of Motivo. This Paragraph applies only to Clinical Supervisor-Supervisee relationships which are established through Motivo. This Paragraph in no way prohibits or restricts Clinical Supervisors from working with supervisees which the Clinical Supervisor obtained outside of Motivo. Notwithstanding anything herein to the contrary, Clinical Supervisors are permitted to use Motivo’s Services related to tele-supervision with existing

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supervisees without violating this Paragraph. As a condition of using the Services, you agree that you will not make any attempt to solicit any Supervisees or Clinical Supervisors you meet through Motivo, or any of Motivo’s independent contractors, agents, vendors or employees for the purpose of (a) working directly with the Supervisee 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 the inner workings of Motivo, or its business model, to participate in the creation of, or accept employment with, any entity which seeks to compete with the Services offered by 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.

14. Confidentiality. You acknowledge that Motivo uses confidential and/or proprietary information and trade secrets in the creation, development, promotion, maintenance and marketing of the Services. “Confidential Information” includes, without limitation, the following: financial and accounting data; marketing plans; vendor and supplier information; data processing and communication information; new services; research and development; Supervisee Personal Information; and other information used by or concerning Motivo which it treats as confidential and is not publicly available. You agree not to, directly or indirectly, discuss, disclose, make known to or use for the benefit of yourself or any person, firm, corporation or other entity any Confidential Information.

Users are required to maintain the highest standards of professionalism and confidentiality in connection with their obligations related to Confidential Information or protected health information (as defined by the Health Insurance Portability and Accountability Act of 1996, and all amendments thereto) of their discussions of the individuals, which they may discuss as a part of the Services. To uphold this confidentiality standard, Users are strictly prohibited from sharing the names, addresses, email addresses, phone numbers, dates of birth, social security numbers or any other information which may be used to identify any individual.

15. Privacy. The use of our Website and Services is subject to our Privacy Policy located at [www.wearemotivo/privacypolicy]. You agree that you will comply with the Privacy Policy. You acknowledge that you have carefully reviewed the Privacy Policy.

16. Amendments. From time to time, Motivo may modify, supplement, change, update or revise the Terms by posting the amendments on the Website. It is solely your responsibility to periodically revisit the Terms to check for any amendments. You acknowledge and agree to be bound by any amendments to these Terms by continuing to use the Website or Services after the amendments are posted.

17. Termination. You may terminate your Account with Motivo at any time and for any reason by contacting Motivo or deactivating your Account on the Website. All termination

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requests will be processed within 14 days from the receipt of the request. Upon termination, you will no longer be able to access your Account. Any fees owed at the time of termination will be due immediately. If your Motivo account is setup for automatic deductions from your payment account, your final fees will be deducted no later than the date the termination is finalized. Furthermore, you remain obligated to comply with these Terms past the date of the termination, or suspension, of your account, with the sole exception being your obligation to keep your Account with Motivo updated.

18. Indemnification. YOU AGREE TO FOREVER INDEMNIFY, DEFEND, AND HOLD HARMLESS MOTIVO AND ITS AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, CAUSES OF ACTION, DEMANDS, PENALTIES, FINES, LIABILITIES, LOSSES, JUDGMENTS, DAMAGES OR EXPENSES (INCLUDING, WITHOUT LIMITATION, COURT COSTS, FILING FEES AND REASONABLE ATTORNEYS’ FEES) WHATSOEVER, WHETHER KNOWN OR UNKNOWN, INTENTIONAL OR NEGLIGENT, AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES OUT OF TORT, CONTRACT, STRICT LIABILITY, IN LAW OR EQUITY, OR OTHERWISE TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW RELATED IN ANY MANNER TO (A) YOUR ACCESS TO THE WEBSITE OR USE OF THE SERVICES OR (B) YOUR VIOLATION OF THESE TERMS.

19. Limitation of Liability. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT MOTIVO AND ITS AFFILIATES 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 SERVICES OR WEBSITE; (b) CLAIMS RELATED TO ANY SERVICES; (c) UNAUTHORIZED ACCESS TO TRANSMISSIONS OR ALTERATION OF YOUR ACCOUNT INFORMATION; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY WITH RESPECT TO THE SERVICES OR WEBSITE; (e) OR ANY OTHER MATTER RELATING TO THE WEBSITE OR SERVICES. IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE WEBSITE OR SERVICES EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00). IF YOU ARE DISSATISFIED WITH THE SERVICES, WEBSITE OR TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES AND WEBSITE. YOUR USE OF THE SERVICES OR WEBSITE SHALL BE DEEMED A FULL RELEASE, WAIVER, DISCHARGE AND COVENANT NOT TO SUE MOTIVO AND ITS AFFILIATES.

20. Warranty Disclaimer. Your use of the Services and Website are at your sole discretion and risk. The Services and the Website are provided “as is”, with all faults and without warranties of any kind, express or implied. As such, MOTIVO AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, OR OTHERWISE TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, RELATING TO THE SERVICES, WEBSITE AND TERMS. THE WARRANTIES DISCLAIMED INCLUDE, WITHOUT LIMITATION, THE WARRANTIES OF FITNESS FOR A PARTICULAR

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PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING, COURSE OF PERFORMANCE, SECURITY, ACCURACY, RELIABILITY TIMELINESS AND PERFORMANCE OF THE SERVICES. NO REPRESENTATIONS ARE MADE CONCERNING THE ADEQUACY OR ACCURACY OF THE WEBSITE OR SERVICES.

21. Attorneys’ Fees. In any legal action, mediation or arbitration (referred to herein as “Action”) pertaining to the Services, Website or Terms, the losing party shall be required to pay the prevailing party’s reasonable attorneys’ fees and costs incurred in anticipation of commencing an Action, during the Action itself and to subsequently enforce the settlement, resolution, judgment or other decision as a result of the Action.

22. Headings. The headings used at the beginning of each numbered paragraph in these Terms are for convenience purposes only and, in no way, restrict or otherwise limit the content detailed therein. Additionally, the headings shall have no legal or contractual effect.

23. Applicable Law. Any disputes which involve these Terms, the Services or the Website shall be construed in accordance with Tennessee law. Any mediations, arbitrations, lawsuits or other proceedings related to these Terms, the Services or your use or access of the Website shall take place in Hamilton County, Tennessee. You further consent to the personal jurisdiction of the state or federal courts in Hamilton County, Tennessee and waive any and all objections to the jurisdiction or venue of the state or federal courts in Hamilton County, Tennessee.

24. Entire Agreement. These Terms constitute the entire agreement between you and Motivo pertaining to the Services and Website, and supersede any prior or contemporaneous agreements, written or oral. Any subsequent agreements entered into between you and Motivo, with the exception of amendments to these Terms, must be in writing in a separate signed agreement. These Terms, and any amendments thereto, shall continue to apply to any subsequent agreements. To the extent a subsequent agreement contains terms which conflict with these Terms, the terms in the subsequent agreement shall control.

25. Severability. If any portion of these Terms is deemed unlawful or unenforceable, that particular portion is severable and shall be stricken from these Terms, or revised by a court of law to accomplish the purpose of the provision in an enforceable or lawful manner, without any effect whatsoever on the enforceability of the remaining provisions.