Terms of Service

Last updated: September 27, 2026

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legal agreement between you ("User," "you," or "your") and MottoVate Technology LLC ("MottoVate," "we," "us," or "our") regarding your use of any website, application or related service provided by MottoVate (the "Services").

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If your organization has a separate written agreement with MottoVate (for example, a master services agreement or statement of work), that agreement governs your organization's use of the Services, and it controls wherever it conflicts with these Terms.

2. Description of Service

MottoVate designs, builds and runs software for businesses. Our applications give our clients and staff tools to plan, track and deliver work, and may include AI-assisted features.

2.1 Cloud Hosting

The Services are hosted on Microsoft Azure in the United States. Your organization's data is stored there so that it is available to authorized members from any device.

2.2 Account Requirements

Access is by invitation: your organization's administrator, or MottoVate, adds you as a member. You sign in with a supported third-party account, such as your Google account.

Account requirements:

• You must be at least 13 years of age (see Section 4.5)
• You must use a valid email address that you control
• You are responsible for maintaining the confidentiality of your account credentials
• You are responsible for all activities that occur under your account
• You must notify us immediately of any unauthorized access to your account

Authentication Provider: Sign-in is handled by secure third-party services (Microsoft Entra and your sign-in provider). They run the sign-in process and keep your credentials; MottoVate never sees your password.

2.3 AI-Assisted Features

Some features use AI models to work on content you or your organization direct them to. To perform a task, the content it needs is sent to the AI model provider we use. We do not use your content to train AI models.

AI output can be incomplete or wrong. You are responsible for reviewing it before you rely on it, publish it or put it into use.

3. License and Usage Rights

3.1 License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your organization's internal business purposes.

3.2 Restrictions

You agree NOT to:

• Copy, modify, distribute, sell, or lease any part of the Services
• Reverse engineer, decompile, or attempt to extract the source code of the Services
• Remove, alter, or obscure any proprietary notices on the Services
• Use the Services for any illegal or unauthorized purpose
• Use the Services in any manner that could damage, disable, or impair them
• Attempt to gain unauthorized access to any portion of the Services

3.3 Prohibited Uses

In addition to the restrictions above, you agree NOT to use the Services to:

• Violate any applicable local, state, national, or international law or regulation
• Harass, abuse, threaten, or harm another person
• Upload or transmit viruses, malware, or other malicious code
• Attempt to circumvent any security features or access controls
• Interfere with or disrupt the Services or their servers
• Use any automated system (bots, scrapers, etc.) to access the Services, except through interfaces we provide for that purpose
• Collect or harvest any personally identifiable information from the Services
• Impersonate any person or entity, or falsely state or misrepresent your affiliation
• Use the Services in any way that infringes upon the rights of others

We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including removing content, suspending or terminating access to the Services, and reporting violations to law enforcement authorities.

4. User Responsibilities

4.1 Accurate Information

You are responsible for the accuracy and completeness of all information you enter into the Services. We are not responsible for any errors or omissions in your records.

4.2 Data Backup and Cloud Storage

Your organization's data is stored on Microsoft Azure. While we maintain regular backups and implement industry-standard data protection measures, we recommend that you keep your own copies of information that is important to you.

We are not responsible for data loss resulting from:

• Software bugs, technical failures, or system errors
• User error (accidental deletion of records)
• Account termination or suspension (voluntary or involuntary)
• Service interruptions, server outages, or cloud infrastructure failures
• Force majeure events (see Section 16)
• Cybersecurity incidents, unauthorized access, or data breaches

4.3 Device Security

You are responsible for maintaining the security of your devices and any data stored on them. We recommend using device passcodes, biometric security, and keeping your operating system updated.

4.4 Permissions

A mobile App may request device permissions (such as notifications) to provide functionality. You are responsible for granting appropriate permissions and understanding how they are used, as described in our Privacy Policy.

4.5 Age Requirements and Minors

The Services are not intended for use by children under the age of 13. We do not knowingly collect personal information from children under 13. If you are under 13 years of age, you may not use the Services.

If we discover that a child under 13 has provided us with personal information or is using the Services, we will take steps to delete such information and terminate access. If you believe a child under 13 is using the Services, please contact us immediately at support@mottovate.com.

By using the Services, you represent and warrant that you are at least 13 years of age. If you are between 13 and 18 years of age (or the age of majority in your jurisdiction), you may only use the Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms.

5. No Professional Advice

5.1 Informational Purposes

Information, recommendations and AI output provided by the Services are for informational purposes only and do not constitute legal, financial, or other professional advice.

5.2 User Discretion

You should use your own judgment and consult qualified professionals before making decisions based on information provided by the Services.

5.3 Regulatory Compliance and Legal Obligations

The Services do not provide legal, regulatory, or compliance advice. You are solely responsible for complying with all laws and regulations that apply to you and your organization, and for verifying the accuracy of any records generated by the Services before relying on them or submitting them to any governmental agency, certification body, or other authority.

6. Intellectual Property

6.1 Ownership of the Services

The Services, including all content, features, functionality, design, code, and trademarks, are owned by MottoVate and are protected by copyright, trademark, and other intellectual property laws. Ownership of work product that MottoVate creates for a client is governed by that client's written agreement with MottoVate.

6.2 Your Data

You and your organization retain all rights to the data you create and store using the Services. We claim no ownership over your data.

6.3 Feedback

If you provide feedback, suggestions, or ideas about the Services, we may use them without any obligation to compensate you.

7. Disclaimers and Limitations of Liability

7.1 "As Is" Basis

The Services are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

7.2 No Guarantee

We do not guarantee that:

• The Services will be error-free or uninterrupted
• Defects will be corrected
• The Services will meet your specific requirements
• Data will be completely secure or never lost
• AI output will be accurate or complete

7.3 Limitation of Liability

To the maximum extent permitted by law, we shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from:

• Your use or inability to use the Services
• Any unauthorized access to or use of our servers
• Any bugs, viruses, or other harmful code
• Any errors or omissions in the Services
• Loss of data or records
• Decisions made based on information or AI output provided by the Services
• Service interruptions, downtime, or unavailability of the Services
• Failures of third-party services, including hosting providers, authentication services, AI model providers, or app store outages

7.4 Maximum Liability

Our total liability for any claims arising from your use of the Services shall not exceed the amount you paid for the Services in the twelve months before the claim (if any), or $100, whichever is greater.

8. Indemnification

You agree to indemnify, defend, and hold harmless MottoVate and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any applicable local, state, national, or international law or regulation
• Any content you create, store, or transmit using the Services that:
  • Infringes or misappropriates any patent, copyright, trademark, trade secret, or other intellectual property right of any third party
  • Is defamatory, libelous, or slanderous
  • Violates any person's rights of publicity or privacy
  • Violates any other rights of any third party
• Any representations or warranties you make to third parties concerning the Services

This indemnification obligation will survive termination of these Terms and your use of the Services.

9. Third-Party Services

9.1 Sign-In, Hosting and AI Providers

The Services rely on third-party services, including Microsoft (hosting and sign-in), Google (sign-in) and AI model providers. These services have their own terms and privacy policies that you should review.

9.2 App Stores

If you download a MottoVate App from the Apple App Store or Google Play Store, you agree to comply with their respective terms and conditions.

9.3 No Endorsement

We do not endorse any third-party services and are not responsible for their performance, accuracy, or availability.

10. Updates and Modifications

10.1 Updates to the Services

We may release updates, new features, or bug fixes for the Services at our discretion. For a mobile App, you are responsible for installing updates to ensure optimal performance.

10.2 Changes to Terms

We reserve the right to modify these Terms at any time. We will provide reasonable notice of material changes through:

• In-app notifications
• Email notification (if you have provided an email address)
• Updating the "Last updated" date at the top of these Terms
• Posting a notice on our website at https://mottovate.com

Material changes (such as changes to arbitration, liability, or your legal rights) will become effective 30 days after we provide notice. Non-material changes (such as clarifications, corrections, or updates to contact information) will be effective immediately upon posting.

Your continued use of the Services after the effective date of changes constitutes your acceptance of the modified Terms. If you do not agree to modified Terms, you must stop using the Services before the changes take effect.

10.3 Fees and Refunds

Fees for the Services, and any refunds, are governed by your organization's written agreement with MottoVate. Refunds for purchases made through the Apple App Store or Google Play Store are subject to that platform's refund policies, which we do not control.

11. Termination

11.1 Termination by You

You may stop using the Services at any time. To have your personal information deleted, email privacy@mottovate.com; our Privacy Policy explains what we delete and what your organization's record of its work may retain. Your organization's administrator may also remove your access.

11.2 Termination by Us

We reserve the right to suspend or terminate your access to the Services immediately, without prior notice or liability, for any reason, including but not limited to:

• Violation of these Terms of Service
• Violation of Section 3.3 (Prohibited Uses)
• Engagement in illegal activities or violations of applicable laws
• Use of the Services in a manner that could damage, disable, or impair them or interfere with other users
• Providing false or misleading information
• Use of the Services by a person under 13 years of age
• Breach of any representation or warranty made by you
• The end of your organization's agreement with MottoVate, or your organization removing your access
• At our sole discretion, if we determine that your use of the Services poses a risk to us, other users, or third parties

We may, in our sole discretion, provide you with notice of termination, but we are not obligated to do so.

11.3 Effect of Termination

Upon termination, your license to use the Services will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including intellectual property provisions, disclaimers, and limitations of liability.

12. Geographic Restrictions

The Services are operated from the United States. We make no representation that the Services are appropriate or available for use in all locations.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles.

13.2 Binding Arbitration

Agreement to Arbitrate: You and MottoVate agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services (collectively, "Disputes") will be resolved through binding arbitration, rather than in court, except as set forth in Section 13.5 below.

Arbitration Rules: The arbitration will be conducted in accordance with the Consumer Arbitration Rules of the American Arbitration Association ("AAA") as modified by these Terms. The AAA Rules and information about arbitration and fees are available at www.adr.org or by calling 1-800-778-7879.

Arbitration Location: Any arbitration hearing shall take place in Waco, Texas, unless otherwise mutually agreed upon by the parties. If the claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing.

Arbitrator's Decision: The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. Judgment on the arbitration award may be entered in any court having jurisdiction.

13.3 Arbitration Costs and Fees

Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules, unless otherwise stated in these Terms. If your claim is for $10,000 or less, we will reimburse you for all AAA administrative fees unless the arbitrator determines your claim is frivolous. Each party will bear the expense of its own attorneys' fees and costs in arbitration unless the arbitrator awards fees as part of the relief, or as otherwise required by applicable law. If the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose, the payment of all fees will be governed by the AAA Rules and you agree to reimburse us for all fees paid by us on your behalf.

For the avoidance of doubt: Any damages or relief awarded in arbitration shall not exceed the liability limitations set forth in Section 7.4 (Maximum Liability) of these Terms, regardless of the claim amount, arbitration format, or procedural rules applied. The $10,000 threshold referenced above relates only to arbitration procedures and fee allocation, not to the maximum damages recoverable.

13.4 Mass Arbitration

In the event 25 or more similar arbitration demands are asserted against MottoVate or related parties by the same or coordinated counsel or entities ("Mass Arbitration"), the parties agree to the following staged process:

Bellwether Proceedings: Counsel for the claimants and counsel for MottoVate shall each select 10 claims per side (20 claims total) to proceed first in arbitration as "bellwether" claims. Only these 20 claims shall be filed with AAA, and only the filing fees and arbitrator fees for these 20 claims shall be assessed. All other claims shall be stayed and administratively closed. The bellwether claims shall be resolved individually in arbitration.

Global Settlement Discussions: After the bellwether claims are resolved, the parties agree to participate in a global mediation session to attempt to resolve all remaining claims. If the parties cannot reach a global settlement within 90 days after the bellwether claims are resolved, either party may opt out of this mass arbitration process.

Opt-Out from Mass Arbitration Process: If either party opts out of the staged process described above, all claims (whether filed or unfiled) shall be resolved in individual arbitration proceedings administered by AAA pursuant to these Terms. The arbitrator shall have authority to enforce this Section 13.4 and may dismiss, stay, or administratively close any proceeding not filed in compliance with this Section 13.4.

Arbitrator Authority: The arbitrator shall have the authority to determine whether this mass arbitration provision applies to a given set of claims and to enforce the bellwether procedures, including staying or dismissing claims that are not properly part of the bellwether proceedings.

Purpose: This provision is designed to provide an efficient and cost-effective process for resolving high-volume disputes while preserving the parties' rights to individual arbitration. It prevents either party from being forced to incur millions of dollars in AAA filing fees before the merits of any claims are evaluated.

13.5 Exceptions to Arbitration

Notwithstanding the foregoing, either party may bring an individual action in small claims court if the claim qualifies for small claims court in a location where jurisdiction and venue are proper. Additionally, either party may seek injunctive or other equitable relief in court to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

13.6 Class Action Waiver

You and MottoVate agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Unless both you and MottoVate agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

13.7 Opt-Out of Arbitration

You have the right to opt out of the binding arbitration and class action waiver provisions set forth in this Section 13. To opt out, you must notify us in writing within 30 days of your first use of the Services. Your written notification must include:

• Your full name
• Your email address
• A clear statement that you wish to opt out of the arbitration agreement

Send your opt-out notice to legal@mottovate.com or to: MottoVate Technology LLC, Attn: Arbitration Opt-Out, Valley Mills, Texas 76689.

If you opt out of the arbitration provisions, all other parts of these Terms will continue to apply. Opting out of the arbitration provisions has no effect on any previous, other, or future arbitration agreements that you may have with us.

13.8 Future Changes to Arbitration Provision

Notwithstanding any provision in these Terms to the contrary, we agree that if we make any future change to this arbitration provision (other than a change to the notice address), you may reject that change by sending us written notice within 30 days of the change, in which case your account will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.

13.9 Enforceability

If any portion of this Section 13 is found to be unenforceable or unlawful for any reason: (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 13 or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 13; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

14. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

15. Entire Agreement and No Reliance

These Terms, together with our Privacy Policy and any written agreement between your organization and MottoVate, constitute the entire agreement between you and MottoVate regarding the Services and supersede all prior agreements and understandings.

No Reliance: You acknowledge and agree that:

• You have not relied on any statement, promise, representation, warranty, or understanding which is not expressly set out in these Terms, our Privacy Policy or such a written agreement
• You have no remedy in respect of any statement, representation, or warranty (whether made innocently or negligently) that is not set out in these Terms
• No employee, agent, contractor, or representative of MottoVate has authority to make any representation, warranty, or promise regarding the Services except as expressly stated in these Terms or such a written agreement
• Any descriptions, demonstrations, or promotional materials about the Services are illustrative only and do not form part of these Terms

This provision does not exclude liability for fraudulent misrepresentation.

16. Force Majeure

MottoVate shall not be liable for any failure or delay in performing its obligations under these Terms due to events beyond our reasonable control, including but not limited to:

• Acts of God, natural disasters, earthquakes, floods, fires, or severe weather
• War, terrorism, riots, civil unrest, or acts of government
• Epidemics, pandemics, or public health emergencies
• Power outages, telecommunications failures, or internet service disruptions
• Third-party service failures (including hosting, authentication and AI model providers, or app store outages)
• Labor disputes, strikes, or workforce shortages
• Cyber attacks, hacking, or unauthorized access to our systems
• Any other cause beyond our reasonable control

In the event of a force majeure occurrence, our obligations under these Terms will be suspended for the duration of the event. We will make reasonable efforts to notify you and to resume performance as soon as reasonably possible.

17. No Waiver

Our failure or delay to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver by us of any term or condition of these Terms shall be deemed or construed as a further or continuing waiver of such term or condition or any other term or condition.

Any waiver must be in writing and signed by an authorized representative of MottoVate to be effective.

18. Assignment

Your Rights: You may not assign, transfer, or delegate these Terms or your rights and obligations hereunder, in whole or in part, without our prior written consent. Any attempted assignment in violation of this section shall be null and void.

Our Rights: We may freely assign, transfer, or delegate these Terms and our rights and obligations hereunder to any party without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. We will provide you with notice of any such assignment.

These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

19. Notices

We may provide notices, updates, or other communications to you through the following methods:

• In-app notifications or messages
• Email to the address associated with your account
• Posting notices on our website at https://mottovate.com
• Updates to these Terms with a revised "Last updated" date

Notices provided through any of these methods shall be deemed effective when sent or posted. It is your responsibility to keep your contact information current and to check for notices.

Contacting Us: If you need to provide us with legal notice or other formal communication, please send it to: MottoVate Technology LLC, Attn: Legal Department, legal@mottovate.com, Valley Mills, Texas 76689. Notices to us will be deemed effective when received by us at the above address or email.

20. Content and User Data

20.1 Content Within Your Organization

Content you create in the Services - such as projects, work items and comments - is visible to other members of your organization and to MottoVate staff working with it, according to their roles. It is not published publicly. We do not share your data with third parties except as described in our Privacy Policy.

20.2 Content Moderation

We do not routinely monitor content in the Services. You are solely responsible for the content you create and store. We may review and remove content, or suspend access, where we reasonably believe it violates these Terms or applicable law.

21. California Residents

21.1 California Consumer Rights

If you are a California resident, you have rights under the California Consumer Privacy Act (CCPA) and other California laws. Our Privacy Policy describes the personal information we collect, how we use it, and who we share it with. We do not sell personal information.

21.2 Right to Know and Right to Delete

You may request a copy of the personal information we have collected about you, or its deletion, by contacting us at privacy@mottovate.com.

21.3 Non-Discrimination

We will not discriminate against you for exercising any of your California privacy rights.

21.4 Arbitration Notice for California Residents

Important Notice: Section 13 of these Terms includes an arbitration clause and class action waiver. You have the right to opt out of arbitration as described in Section 13.7. You must opt out within 30 days of first using the Services.

By agreeing to arbitration, you are waiving your right to have disputes heard by a judge or jury and waiving your right to participate in class actions or similar proceedings.

21.5 California Complaint Process

California residents may file complaints with the California Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; phone (916) 445-1254 or (800) 952-5210; www.dca.ca.gov.

22. Contact Information

If you have questions or concerns about these Terms, please contact us at support@mottovate.com.

23. Security Incidents and Data Breach Notification

23.1 Security Model

The Services run on Microsoft Azure. We implement industry-standard security measures to protect your data, including:

• Encryption in Transit: All data transmitted between your device and our servers is encrypted using HTTPS/TLS
• Encryption at Rest: Data stored on Azure is encrypted using Azure's built-in encryption services
• Secure Authentication: Sign-in is handled by enterprise-grade third-party authentication services, and we never store passwords
• Access Controls: Role-based access controls limit what each person and system can see and do
• Infrastructure Security: Azure data centers comply with SOC 2, ISO 27001, and other security certifications
• Regular Updates: Security patches and updates are applied to maintain protection against emerging threats

Important Disclaimer: While we implement robust security measures and follow industry best practices, no system is completely secure. We cannot guarantee absolute security of data stored on our servers, transmitted over the internet, or stored on your device.

23.2 Security Incident Notification

In the unlikely event of a security incident that may affect the Services or your data:

• We will investigate the incident promptly upon discovery
• We will notify affected users within a reasonable timeframe as required by applicable law
• Notification may be provided through in-app message, email, or posting on our website at https://mottovate.com
• We will provide information about the nature of the incident, affected data (if known), and recommended actions users should take

23.3 User Responsibility for Account and Device Security

While we secure our cloud infrastructure, you are responsible for:

• Account Security: Protecting the account you sign in with, including its password and second factor
• Device Security: Securing your device with passcodes or biometric locks, and keeping your operating system updated
• Malware Protection: Protecting your device from malware, viruses, and unauthorized access
• Suspicious Activity: Immediately reporting any unauthorized access to your account or suspected security issues to support@mottovate.com
• Shared Devices: Not leaving your account signed in on shared or public devices

23.4 No Liability for User-Level Security Failures

We are not responsible for data loss or unauthorized access resulting from:

• Compromised account credentials (weak passwords, password reuse, phishing)
• Sharing your account credentials with unauthorized persons
• Leaving your account signed in on shared or public devices
• Social engineering attacks or phishing attempts targeting your account
• Loss or theft of your device
• Malware or viruses on your device
• Failure to secure your device with passcodes or biometric security
• Operating system vulnerabilities or security flaws in your device
• Failure to report suspected unauthorized access in a timely manner

24. Acknowledgment

By using the Services, you acknowledge that you have read these Terms of Service, understand them, and agree to be bound by them.

If you do not agree to these Terms, you must immediately stop using the Services.