Table of contents
These Motivo User Terms and Conditions (“Terms”) govern the relationship between Motivo Consulting, Inc., a Delaware corporation d/b/a Motivo Health (“Motivo”, “we”, “us”, “our(s)”), and you, the User (as defined below). By accepting these Terms, either by clicking a box indicating your acceptance or executing these Terms or an order form referencing these Terms, you agree to be bound by these Terms. If you do not agree with these Terms, you must not accept these Terms and may not use the Platform or the Services.
These Terms are effective between you and us as of the earlier of: (a) the date you accept these Terms, (b) the date you first create an Account, or (c) the date you first access or otherwise use the Platform or the Services, and will continue to govern until your Account has been terminated, subject to the survival provisions set forth herein.
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 any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
(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, in each case to the extent applicable to the person, entity, conduct, services, product, transaction, covenant, or contract in question.
(d) “Clinical Supervisor” means a professional with a current Professional License in the field of mental health in the state(s) within the United States in which they are licensed, who uses our Platform to provide clinical supervision services to Supervisees.
(e) “Professional License” means full state licensure in the mental health field in a state within the United States, 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 Platform 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 that may be used to identify you.
(g) “Platform” means Motivo’s platform provided via motivohealth.com or any subdomain thereof.
(h) “User” means any individual who uses the Platform, the Services and/or attends webinars and trainings, and includes, but is not limited to, a Supervisee.
(i) “Services” has the meaning set forth in Paragraph 2.
(j) “Supervisee” means an individual who utilizes the 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 in the United States.
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, continuing education, 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, and such additional services as may be offered by Motivo to Users from time to time, are collectively referred to herein as “Services”.
By using the Platform and/or Services, you acknowledge and agree that you are a United States resident with a valid United States address, 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 Platform 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 Platform or Services. Your use of all or certain portions of the Platform and/or Services may be subject to additional and/or separate terms and conditions from Motivo’s third party providers that you may be required to accept prior to using the Platform and/or the Services (collectively, “Third-Party Terms”). The Third-Party Terms include, without limitation, the Zoom Reseller Customer Terms of Service located at: https://explore.zoom.us/en/eula-terms-of-service/. You hereby accept and agree to abide by the Third-Party Terms as a condition to using the Services. To the extent there is a conflict between the Third-Party Terms and this Agreement, the Third-Party Terms shall control with respect to such applicable third-party services.
Provided that you comply with these Terms, we grant you a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Platform and related Services. You agree not to reproduce, duplicate, copy, modify, sell, resell, distribute, visit, or otherwise exploit the Platform or the Services for any commercial purpose or to use the Platform or Services outside of the United States.
(a) All text, pictures, graphics, logos, images, documents and other content that you may have access to through the Platform 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 Platform, 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 Services, all trademarks, copyrights, service marks, patents, applications therefore, trade secrets and other intellectual property rights appurtenant thereto and any derivative works thereof related to the Platform and/or Services are and shall remain our exclusive property. Furthermore, you shall not, nor permit any other party to, (i) disassemble, decompile, decrypt, or reverse engineer, or in any way attempt to discover or reproduce source code for any part of the Platform or Services; (ii) alter, modify, or prepare derivative works based on the Platform or Services or any materials related thereto; or (iii) use any part of the Platform 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 Platform or Services or any materials related thereto. Your use of the Platform 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 represent and warrant that no information that you share on our Platform or through our Services will (i) be offensive, threatening, libelous, defamatory, obscene or otherwise objectionable; (ii) infringe on the copyrights or other intellectual property rights of any third party; (iii) violate the privacy right of any third party; (iv) violate these Terms; or (v) 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.
Your ability to use the Services is contingent upon timely payment of all required fees as set forth in the applicable Order Form or rate sheet made available by Motivo from time to time. Except as otherwise expressly provided herein, all payment obligations are non-cancelable and fees paid are non-refundable. You authorize Motivo to automatically deduct all applicable fees from any payment account designated by you in your Account when such fees become due and Motivo may use a third party payment processing vendor in order to receive payments from you hereunder. You are responsible for keeping your payment account information updated in your Account and 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 and you are responsible for any bank fees incurred by Motivo for insufficient funds in your designated payment account. Without limiting Motivo’s other rights and remedies, if sufficient funds are not available in your payment account and 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. The fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible under these Terms, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
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 and 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. The information you provide to us to create an Account must be complete and accurate in all respects.
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. You acknowledge and agree that Motivo has no obligation to protect the confidentiality of the information in your User profile and you agree not to include any health or other private information within your User profile that you do not wish to be publicly accessible.
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);
(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; and
(c) Notifying your Clinical Supervisor(s) at least twenty-four (24) hours prior to any scheduled session if you wish to cancel, reschedule, or are otherwise unable to attend such session. In the event you fail to provide such notice, you will be charged the applicable fee(s) for the scheduled session(s) and you agree to pay such fees in accordance with Section 6 above.
You acknowledge and agree that 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 or for verifying any Clinical Supervisor’s qualifications or Professional License(s).
Motivo may make certain materials available to you through the Services, including without limitation, sample contracts and notices for supervisors, supervisees, and their patients (collectively, “Materials”). Such Materials are for informational purposes only and Motivo makes no representations or warranties as to their validity, reliability, legality, or sufficiency. The Materials are not intended to (a) constitute legal advice or (b) create an attorney-client relationship. You acknowledge and agree that each situation is highly fact-specific and requires a knowledge of both state and federal laws. Therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions with respect to any use of such Materials.
The Platform, the Services and posts and communications from other users of the Services may contain links to websites, 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 or the Services, please be aware that these Terms will not govern links or websites of Third-Party Content providers. 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 or the Services. You access and use Third-Party Content at your own risk. The Platform and/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.
We care about the security of your Personal Information contained in your Account. We continuously work to protect the security of your Personal Information in your Account; 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.
You acknowledge and agree, and will make it clear to your Users, that the Services do not constitute medical advice or medical opinions and that the information made available on or through the Platform and Services should not be relied upon when making medical decisions or to diagnose or treat a medical or health condition.
Motivo does not have an employer-employee relationship with any of its Clinical Supervisors. Clinical Supervisors who participate in the Services are doing so as independent third-party providers. All persons employed by you shall be your employees or independent contractors. You shall be fully responsible for yourself and your employees and independent contractors, including, without limitation, with respect to compensation to your employees and independent contractors, withholding taxes, worker’s compensation, other insurance and other required payments.
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 through your use of the Platform and/or the Services, or any of Motivo’s independent contractors, agents, vendors or employees for the purpose of (a) working directly with the Supervisee or Clinical Supervisor 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 (including, without limitation, the inner workings of Motivo, or its business model), to participate in the creation of, or accept employment with, any individual or 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 the twelve (12) month period following the termination of your Account with Motivo.
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; Clinical Supervisor 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. You agree to protect Motivo’s Confidential Information using the same degree of care that you use to protect the confidentiality of your own confidential information of like kind (but not less than reasonable care).
Users are required to comply with Applicable Law and maintain the highest standards of professionalism and confidentiality in connection with their obligations related to Confidential Information and protected health information (PHI) (as defined by the Health Insurance Portability and Accountability Act of 1996, and all amendments thereto), including any Confidential Information or PHI received through their discussions with or about the individuals as a part of the Services. Users are strictly prohibited from sharing with Motivo or any other User or third party, or uploading into the Services, the names, addresses, email addresses, phone numbers, dates of birth, social security numbers, PHI, or any other information which may be used to identify any individual.
You grant to Motivo and its Affiliates a worldwide, perpetual, irrevocable, royalty-free, fully sub-licensable right and license to use and incorporate any suggestion, enhancement request, recommendation, review, correction or other feedback provided by you or your Users relating to the Services, Motivo, and/or any Clinical Supervisors, for any purpose without compensation or attribution, including, without limitation, to improve the Services, to copy, publicly perform and display, reproduce, promote, distribute, reformat, modify, translate, remove, analyze, commercialize, and/or prepare derivative works therefrom and allow others to do the same.
From time to time, Motivo may modify, supplement, change, update or revise the Terms by posting the amendments on the Platform. 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 Platform or Services after the amendments are posted. If we make material changes to these Terms, we will notify you of such changes in accordance with Section 24 (Notices) below.
You may terminate your Account with Motivo at any time and for any reason by contacting Motivo or deactivating your Account on the Platform. All termination requests will be processed promptly after Motivo’s receipt of the request. In addition, Motivo may terminate your Account at any time and for any reason upon notice. 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 set up for automatic deductions from your payment account, your final fees will be deducted no later than the date the termination is finalized. Those sections that are intended to survive termination by the nature of the provision shall survive termination or expiration of these Terms for any reason, including, without limitation, section 5 and sections 10-31.
To the maximum extent permitted by applicable law, on behalf of yourself and your personal representatives and heirs, you hereby release and waive all claims against us and our respective affiliates, partners, officers, employees, agents, representatives, consultants, licensors, co-branders or other collaborators, successors and assigns (collectively, “Covered Persons”), from all liability for claims, actions, losses, damages (actual and/or consequential), costs and expenses (including litigation costs and reasonable attorneys’ fees) of every kind and nature, including, without limitation, bodily injury, property damage, wrongful death, emotional distress, loss of services, and/or all other damages or harm, whether to you, to Motivo, or to any third party (including Clinical Supervisors) arising from or in any way related to your access to or use of the Platform or the Services.
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 PLATFORM OR USE OF THE SERVICES OR (B) YOUR VIOLATION OF THESE TERMS.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT MOTIVO AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY 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 PLATFORM; (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 PLATFORM; OR (e) ANY OTHER MATTER RELATING TO THE PLATFORM, THE SERVICES, OR THESE TERMS. IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PLATFORM, THE SERVICES, OR THESE TERMS EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00). IF YOU ARE DISSATISFIED WITH THE PLATFORM OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES AND PLATFORM. YOUR USE OF THE SERVICES OR WEBSITE SHALL BE DEEMED A FULL RELEASE, WAIVER, DISCHARGE AND COVENANT NOT TO SUE MOTIVO AND ITS AFFILIATES. IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE FEES PAID BY YOU TO US IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.
Your use of the Services and Website are at your sole discretion and risk. The Services and the Platform 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, PLATFORM AND THESE TERMS. THE WARRANTIES DISCLAIMED INCLUDE, WITHOUT LIMITATION, THE WARRANTIES OF FITNESS FOR A PARTICULARPURPOSE, 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 PLATFORM OR SERVICES.
Electronic Communications and signatures. Any notices required or permitted by the terms of this Agreement shall be given by email, recognized courier service, registered or certified mail, return receipt requested, addressed to the other party as follows: (a) if to Motivo, to: 1717 East Cary Street, Richmond, VA 23223, Attn: CEO; firstname.lastname@example.org; (b) if to you, to the address designated in your Account, or in either case to such other address as such party may designate by ten (10) days advance written notice to the other party in accordance with this Section. Any such notice shall be deemed to have been given on the earliest of receipt, one business day following delivery by the sender to recipient’s email address or to a recognized courier service, or three business days following mailing by registered or certified mail. You expressly consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Platform. You acknowledge and agree that an electronic signature provided or acknowledged by you with respect to the Services shall be deemed to have been duly and validly delivered and be valid and effective for all purposes, provided that such electronic signature and transmission method complies with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com).
In any legal action, mediation or arbitration (referred to herein as “Action”) pertaining to the Services, Platform 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.
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.
Any disputes which involve these Terms, the Services or the Platform shall be construed in accordance with Virginia law. Any mediations, arbitrations, lawsuits or other proceedings related to these Terms, the Services or your use or access of the Platform shall take place in Richmond, Virginia. You further consent to the personal jurisdiction of the state or federal courts in Richmond, Virginia and waive any and all objections to the jurisdiction or venue of the state or federal courts in Richmond, Virginia.
These Terms constitute the entire agreement between you and Motivo pertaining to the Services and Platform, and supersede any prior or contemporaneous agreements, written or oral, with respect to the subject matter hereof. Any amendments to these Terms, with the exception of updates to these Terms made by Motivo in accordance with Section 20 above, must be in writing in a separate signed agreement.
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.