1. GENERAL
This Terms of Use Agreement ("Agreement") governs your access
and use of the Motion Computing, Inc. ("Motion") website located
at www.motioncomputing.com (the "Website"). By accessing, browsing,
and using this Website, you agree that you have read, understood, and accept
this Agreement. Please read it very carefully and let us know if you have
any questions. If you do not agree with any of the terms herein, do not
use the Website.
2. GOVERNING LAW
THIS AGREEMENT AND YOUR USE OF THE WEBSITE SHALL BE GOVERNED BY THE
STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
3. USE OF THE WEBSITE
You may only use this Website for its intended purpose and solely
in accordance with this Agreement. In addition, you may not restrict or
inhibit any other person from using or enjoying the Website. The Website
may contain links to other Internet sites and third-party resources. Motion
is not responsible for either the availability of these outside resources
or their content. Motion may, but is not obligated to, monitor your use
of the Website. As part of your use of the Website, you may provide registration
information to Motion. You warrant that all such registration information
is accurate and truthful, and you agree to update such information as necessary.
You may also be asked to choose or be assigned a user name and password.
You are responsible for maintaining the confidentiality of such information.
4. INTELLECTUAL PROPERTY
The content of this Website is protected by law, including without
limitation United States copyright law, trademark law, and applicable international
treaties. You are granted permission to display, reproduce, distribute,
and download the materials on this Website solely for your own personal,
non-commercial use, provided that none of the content is modified and all
of Motion's legal legends are retained. You may not "mirror" any
content contained within this Website. Except as stated herein, none of
the content may be reproduced, distributed, published, displayed, downloaded,
or transmitted in any form by any means without the prior written permission
of Motion or the appropriate copyright owner. Motion does not grant you
any licenses, express or implied, to the intellectual property of Motion
or its licensors except as expressly stated in this Agreement.
5. TRANSMISSION OF CONTENT
Any material, information or ideas that you transmit to or post to
or through this Website by any means will be treated as non-confidential
and non-proprietary, despite any legends to the contrary, and may be used
by Motion for any purpose whatsoever. Notwithstanding the foregoing, all
personal information provided by you will be handled in accordance with
Motion's Privacy Policy, which can be found at www.motioncomputing.com/info/privacy.asp.
You agree to the terms of such Privacy Policy by providing your personal
information to Motion. You are prohibited from posting or transmitting
to or through this Website any unlawful, threatening, libelous, defamatory,
obscene, scandalous, inflammatory, pornographic, or profane materials,
or any other material that is illegal or could give rise to legal liability
under applicable law.
6. INTERNATIONAL USE
This Website is controlled and operated by Motion from within the
United States. Motion makes no representations that materials contained
within the Website are appropriate or available for use in other locations,
and access to the Website from locations where such activity is illegal
is prohibited. Those who choose to use the Website from other locations
do so on their own initiative and are solely responsible for compliance
with all applicable laws.
7. U.S. GOVERNMENT RESTRICTED RIGHTS
The content of this Website is provided with "RESTRICTED RIGHTS." Use,
duplication, or disclosure by the United States Government is subject to
restrictions as set forth in applicable laws and regulations.
8. LIMITATION OF LIABILITY
THE WEBSITE IS PROVIDED "AS IS" AND MOTION MAKES NO OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND NON-INTERFERENCE.
UNDER NO CIRCUMSTANCES SHALL MOTION BE LIABLE FOR ANY DIRECT, SPECIAL,
INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED
TO LOSS OF DATA OR LOST PROFITS, OR ANY CLAIM MADE BY A THIRD PARTY OR
MADE BY YOU FOR A THIRD PARTY, ARISING OUT OF YOUR USE OR INABILITY TO
USE THE WEBSITE OR THE CONTENT CONTAINED THEREIN, EVEN IF MOTION KNEW OR
SHOULD HAVE KNOWN OF THE POSSIBILITY OF ANY SUCH DAMAGES. THIS LIMITATION
OF LIABILITY APPLIES WHETHER DAMAGES ARE SOUGHT AS A TORT CLAIM (INCLUDING
NEGLIGENCE AND STRICT PRODUCT LIABILITY), A CONTRACT CLAIM, OR ANY OTHER
CLAIM AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION
OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES OR COUNTRIES, SOME
EXCLUSIONS OR LIMITATIONS CONTAINED HEREIN MAY NOT APPLY TO YOU.
9. MODIFICATIONS
This Agreement may be modified by Motion at any time by updating
and posting a new version on the Website. By using the Website, you agree
to be bound by the terms and conditions of the version of this Agreement
that is in force during such use.
10. TERM AND TERMINATION
This Agreement is effective as of the date of your first access or
use of the Website, and shall remain in effect for the duration of your
access or use. This Agreement shall automatically terminate upon your breach
of the Agreement.
11. GENERAL
The state or federal courts sitting in Travis County, Texas shall
have exclusive jurisdiction and venue over any dispute arising out of this
agreement and sale, and you hereby consent to the jurisdiction of such
courts. This Agreement may not be modified, supplemented, qualified, or
interpreted by any trade usage or prior course of dealing not made a part
of the Agreement by its express terms. The invalidity or unenforceability
of any provision of this Agreement shall not affect the validity of this
Agreement as a whole and any such provision should be enforced by authorities,
and reconstructed if need be, to apply to the maximum extent allowable
under applicable law. The failure by either party to enforce at any time
any of the provisions of this Agreement, to exercise any election or option
provided herein, or to require at any time the performance of the other
of any of the provisions herein will not in any way be construed as a waiver
of such provisions. Reasonable attorneys' fees and costs will be awarded
to the prevailing party in the event of litigation involving the enforcement
or interpretation of this Agreement. The section headings used herein are
for convenience only and shall not be given any legal import.