Welcome to MOTUS at Home

These terms and conditions outline the rules and regulations for the use of MOTUS at Home’s Website.

MOTUS at Home is located at:

2700 Northeast Expy NE , Atlanta
GA – 30345, US

By accessing this website we assume you accept these terms and conditions in full. Do not continue to use MOTUS at Home’s website
if you do not accept all of the terms and conditions stated on this page.

The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice
and any or all Agreements: “Client”, “You” and “Your” refers to you, the person accessing this website
and accepting the Company’s terms and conditions. “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers
to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client
or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake
the process of our assistance to the Client in the most appropriate manner, whether by formal meetings
of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect
of provision of the Company’s stated services/products, in accordance with and subject to, prevailing law
of US. Any use of the above terminology or other words in the singular, plural,
capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.

Cookies

We employ the use of cookies. By using MOTUS at Home’s website you consent to the use of cookies
in accordance with MOTUS at Home’s privacy policy.

Most of the modern day interactive web sites
use cookies to enable us to retrieve user details for each visit. Cookies are used in some areas of our site
to enable the functionality of this area and ease of use for those people visiting. Some of our
affiliate / advertising partners may also use cookies.

License

Unless otherwise stated, MOTUS at Home and/or it’s licensors own the intellectual property rights for
all material on MOTUS at Home. All intellectual property rights are reserved. You may view and/or print
pages from https://motusnova.com for your own personal use subject to restrictions set in these terms and conditions.

You must not:

1. Republish material from https://motusnova.com
2. Sell, rent or sub-license material from https://motusnova.com
3. Reproduce, duplicate or copy material from https://motusnova.com

Redistribute content from MOTUS at Home (unless content is specifically made for redistribution).

Hyperlinking to our Content

1. The following organizations may link to our Web site without prior written approval:
   1. Government agencies;
   2. Search engines;
   3. News organizations;
   4. Online directory distributors when they list us in the directory may link to our Web site in the same
      manner as they hyperlink to the Web sites of other listed businesses; and
   5. Systemwide Accredited Businesses except soliciting non-profit organizations, charity shopping malls,
      and charity fundraising groups which may not hyperlink to our Web site.

2. These organizations may link to our home page, to publications or to other Web site information so long
   as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or
   approval of the linking party and its products or services; and (c) fits within the context of the linking
   party’s site.
3. We may consider and approve in our sole discretion other link requests from the following types of organizations:
   1. commonly-known consumer and/or business information sources such as Chambers of Commerce, American
      Automobile Association, AARP and Consumers Union;
   2. dot.com community sites;
   3. associations or other groups representing charities, including charity giving sites,
   4. online directory distributors;
   5. internet portals;
   6. accounting, law and consulting firms whose primary clients are businesses; and
   7. educational institutions and trade associations.

We will approve link requests from these organizations if we determine that: (a) the link would not reflect
unfavorably on us or our accredited businesses (for example, trade associations or other organizations
representing inherently suspect types of business, such as work-at-home opportunities, shall not be allowed
to link); (b)the organization does not have an unsatisfactory record with us; (c) the benefit to us from
the visibility associated with the hyperlink outweighs the absence of link is in the context of general resource information or is otherwise consistent with editorial content
in a newsletter or similar product furthering the mission of the organization.

These organizations may link to our home page, to publications or to other Web site information so long as
the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval
of the linking party and it products or services; and (c) fits within the context of the linking party’s
site.

If you are among the organizations listed in paragraph 2 above and are interested in linking to our website,
you must notify us by sending an e-mail to support@motusnova.com.
Please include your name, your organization name, contact information (such as a phone number and/or e-mail
address) as well as the URL of your site, a list of any URLs from which you intend to link to our Web site,
and a list of the URL(s) on our site to which you would like to link. Allow 2-3 weeks for a response.

Approved organizations may hyperlink to our Web site as follows:

1. By use of our corporate name; or
2. By use of the uniform resource locator (Web address) being linked to; or
3. By use of any other description of our Web site or material being linked to that makes sense within the
   context and format of content on the linking party’s site.

No use of MOTUS at Home’s logo or other artwork will be allowed for linking absent a trademark license
agreement.

Iframes

Without prior approval and express written permission, you may not create frames around our Web pages or
use other techniques that alter in any way the visual presentation or appearance of our Web site.

Reservation of Rights

We reserve the right at any time and in its sole discretion to request that you remove all links or any particular
link to our Web site. You agree to immediately remove all links to our Web site upon such request. We also
reserve the right to amend these terms and conditions and its linking policy at any time. By continuing
to link to our Web site, you agree to be bound to and abide by these linking terms and conditions.

Removal of links from our website

If you find any link on our Web site or any linked web site objectionable for any reason, you may contact
us about this. We will consider requests to remove links but will have no obligation to do so or to respond
directly to you.

Whilst we endeavour to ensure that the information on this website is correct, we do not warrant its completeness
or accuracy; nor do we commit to ensuring that the website remains available or that the material on the
website is kept up to date.

Content Liability

We shall have no responsibility or liability for any content appearing on your Web site. You agree to indemnify
and defend us against all claims arising out of or based upon your Website. No link(s) may appear on any
page on your Web site or within any context containing content or materials that may be interpreted as
libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or
other violation of, any third party rights.

Disclaimer

To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill). Nothing in this disclaimer will:

1. limit or exclude our or your liability for death or personal injury resulting from negligence;
2. limit or exclude our or your liability for fraud or fraudulent misrepresentation;
3. limit any of our or your liabilities in any way that is not permitted under applicable law; or
4. exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and exclusions of liability set out in this Section and elsewhere in this disclaimer: (a)
are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer or
in relation to the subject matter of this disclaimer, including liabilities arising in contract, in tort
(including negligence) and for breach of statutory duty.

To the extent that the website and the information and services on the website are provided free of charge,
we will not be liable for any loss or damage of any nature.

Motus Nova Privacy Policy

Effective Date:  November 2018 

Introduction

Motus Nova (“Motus”, “us”, “our” or “we”) respects your privacy and is committed to protecting it through our compliance with this policy (“Privacy Policy”).

This Privacy Policy describes the personal and other information Motus collects about you, and how we use and share that information. This policy applies to personal and other information we collect when you sign up for Motus; access or use our website, mobile application, products, or services (collectively, the “Services”); or when you otherwise interact with us, including over the phone or through e-mail, text and other electronic messages. It does not apply to information collected by (i) us offline or through any other means, or (ii) any third party, including through any application or content (including advertising) that may link to or be accessible from our Services.

This Privacy Policy refers to personal information, which is information that can be associated with a specific person and used to identify that person. Personal information does not include information that has been anonymized so that it does not identify a specific user, which we may use for any legal purpose.

This Privacy Policy covers the following topics:

• Updates to the Privacy Policy
• Sources of Information About You
• Our Use of Information
• Sharing of Information
• Updating Information
• Links to Other Web Sites
• Children’s Privacy
• Your California Privacy Rights
• Security
• Contact Information
• Effective Date

Please read this policy carefully to understand our policies and practices regarding your personal information and how we will treat it. If you do not agree with our policies and practices, your choice is not to use our Services. By accessing or using our Services, you agree to this Privacy Policy.

Updates to the Privacy Policy

We may update, amend, revise or otherwise change this Privacy Policy from time to time. If we make changes, we will notify you by posting the updated policy and revising the “Effective Date” above. Your continued use of the Services constitutes your acceptance of the then-effective Privacy Policy.

Sources of Information About You 

We obtain information about you from a variety of sources, including from you, your interaction with Motus and our Services, and third parties. Such information may include your name, credit card/payment information, age, income range, gender, ethnicity, marital status, education, whether you have any children, employment information, zip code, e-mail address, mailing address, and telephone number, among other personally identifiable and technical information.

Information you provide to us: If you use certain Services, you may be required to provide us certain information. 

• Information that you provide by filling in forms on our website. This includes information provided at the time of registering to use our Services, subscribing to our Services, posting material or requesting further services. 
• We may also ask you for information when you report a problem with our Services.
• Records and copies of your correspondence (including e-mail addresses), if you contact us.
• Your responses to surveys that we might ask you to complete.
• Details of transactions you carry out through our Services and of the fulfillment of your orders.
• Your search queries on our website or through our Services.

Information we collect from your use of the Services and other interactions you have with Motus: 

We may collect your usage information about how you use the Services, including the times at which you access and use Services, your location, browser types and language, and Internet Protocol addresses. 

The information we collect automatically is statistical data and historical trends and may or may not include personal information. It helps us to improve and to deliver better and more personalized Services, including, but not limited to, by enabling us to:

• Estimate usage size and patterns.
• Store information about your preferences, allowing us to customize our Services according to your individual interests.
• Speed up your searches.
• Recognize you when you return to our Services.

The technologies we use for this automatic data collection may include: [DELETE ANY THAT ARE INAPPLICABLE]

• Cookies (or browser cookies). A cookie is a small file placed on the hard drive of your computer. You may refuse to accept browser cookies by activating the appropriate setting on your browser. However, if you select this setting you may be unable to access certain parts of our Services. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you direct your browser to our Services. 
• Flash Cookies. Certain features of our Services may use local stored objects (or Flash cookies) to collect and store information about your preferences and navigation to, from and on our Services. Flash cookies are not managed by the same browser settings as are used for browser cookies.
• Web Beacons. Pages of the Services or our e-mails may contain small electronic files known as web beacons (also referred to as clear gifs. pixel tags and single-pixel gifs) that permit Motus, for example, to count users who have visited those pages or opened an e-mail and for other related website statistics (for example, recording the popularity of certain website content and verifying system and server integrity).

Information We Collect From Other Sources.  We may also collect information about you from third parties, including but not limited to your employer and publicly available sources. 

Our Use of Information 

We use information about you to provide, maintain, personalize and improve our Services and to deliver the information and support your requests, including receipts, technical notices, security alerts, and support and administrative messages.

We may use information we collect to send you news and information about our Services and to communicate with you about products, services, contests, promotions, incentives, and rewards offered by us. You may opt out of receiving promotional emails from Motus by following the instructions in those emails. If you opt out, we may still send you non-promotional communications, such as messages about the Services, your account or our ongoing business relations.

We may also use information about you (i) to track and analyze trends and usage in connection with our Services; (ii) to protect our rights or property; (iii) to compare information for accuracy; (iv) to verify your identity; (v) to investigate and prevent fraud or other illegal activities; and (vi) for any other purpose disclosed to you in connection with our Services.

Additionally, we use information that we collect about you or that you provide to us, including any personal information:

• To provide you with information, products or services that you request from us.
• To provide you with notices about your account/subscription, including expiration and renewal notices.
• To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.
• To notify you about changes to our Services or any products or services we offer or provide though them.
• To fulfill any other purpose for which you provide it or any other purpose with your consent.

We may use third-party service providers, including, but not limited to, PayPal, Stripe and MailChimp, to process and store personal information in the United States and other countries.

Sharing of Information

We may share personal information about you as follows:

• With your consent or direction.
• To our subsidiaries and affiliates.
• To our advisors, contractors, service providers and other third parties we use to support our business and who are bound by contractual obligations to keep personal information confidential and use it only for the purposes for which we disclose it to them.
• To comply with any court order, law or legal process, including to respond to any government or regulatory request.
• To enforce or apply our subscription service and other agreements we may have with you, including for billing and collection purposes.
• If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Motus, our employees and customers or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection.
• To a buyer or other successor in the event of a merger, divestiture, restructuring, reorganization, dissolution or other sale or transfer of some or all of Motus’ assets, whether as a going concern or as part of bankruptcy, liquidation or similar proceeding, in which personal information held by Motus about our users is among the assets transferred.
• To fulfill the purpose for which you provide it, such as providing you Services.
• With third parties that run advertising campaigns, contests, special offers, or other events or activities in connection with our Services.
• For any lawful purpose, provided that the information has first been de-identified such that it cannot be used to identify or contact you.

We may also share non-personally identifiable information (aggregated or otherwise) with third parties for any reason.

Updating or Deleting Information

You may update, correct or delete information about yourself in our possession by emailing us at data@motusnova. 

Links to Other Web Sites; Third Party Applications

Motus is not responsible for any practices employed by websites linked to or from our website, nor their information or content. Please remember that when you use a link to go from our website to another website, this Privacy Policy is no longer in effect. Your browsing and interaction on any other website is subject to that website’s own rules and policies. Please read over those rules and policies before proceeding. Additionally, some content or applications, on or through the Services are provided by third-parties. These third parties may use cookies, alone or in conjunction with web beacons or other tracking technologies, to collect information about you when you use our Services. The information they collect may be associated with your personal information or they may collect information, including personal information, about your online activities over time and across different websites and other online services. We do not control these third parties’ tracking technologies or how they may be used. If you have any questions about an advertisement or other targeted content, you should contact the responsible provider directly.

Children’s Privacy 

The Children’s Online Privacy Protection Act was created to protect children under the age of 13 from unsuspecting acts or practices in conjunction with collecting, using, and disclosing any information about them. Our Services are not intended for anyone under the age of 13. If you are under 13, do not use or provide any information on or through our Services. If we learn we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information. If you are a parent or guardian or otherwise believe we might have any information from or about a child under 13, please contact us so that we can delete the child’s information. The Services will never knowingly accept, collect, maintain or use any information from a child under the age of 13. If a child whom we know to be under the age of 13 sends personal information to us online, we will only use that information to respond directly to that child or notify parents.

Security

We implement a number of safeguards designed to maintain the security of your personal information using various physical, electronic, and managerial procedures. The safety and security of your personal information, however, also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. Unfortunately, the storage and transmission of information over the internet is never completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to or through our Services. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on or within the Services. 

 

“Do Not Track” Disclosures

Certain state laws require us to indicate whether we honor “Do Not Track” settings in your browser over time and across third party websites as it relates to targeted advertising. We adhere to the standards set out in this Privacy Policy and do not monitor or follow any Do Not Track browser requests we might receive from you or your browser.

Your California Privacy Rights 

California Civil Code Section § 1798.83 permits users of our services that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an email to data@searchfilter.com.

Contact Information

Please contact us with any questions or concerns regarding our policy at this address:

Attn: Motus Nova

data@motusnova 

Subscription Services Agreement

This Subscription Services Agreement (“Agreement”) is made and entered into as of the earlier of the date you begin using the Subscription Services or accept this Agreement (“Effective Date”) and is by and between you individually (“Customer”) and Motus Nova, LLC, a Georgia corporation (“Motus Nova”).

PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH AN ATTORNEY AS NEEDED. THIS AGREEMENT DETAILS YOUR RIGHTS AND OBLIGATIONS RELATED TO THE PRODUCTS AND SERVICES MOTUS NOVA PROVIDES, INCLUDING LIMITATIONS ON YOUR RIGHT TO A JURY TRIAL AND OTHER LIMITATIONS ON RECOVERING DAMAGES IN A LAWSUIT.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, PLEASE DO NOT USE THE SUBCRIPTION SERVICES, INCLUDING THE DEVICE PROVIDED AS PART OF SUCH SERVICES. YOUR USE OF THE SUBCRIPTION SERVICES REQUIRES YOUR ACCEPTANCE OF THESE TERMS AS THEY MAY BE AMENDED FROM TIME TO TIME, INCLUDING THE POLICIES INCORPORATED BY REFERENCE HEREIN, WHICH INCLUDES THE MOTUS NOVA PRIVACY POLICY.

Motus Nova and Customer hereby agree as follows:

 

 

• Background. Motus Nova has developed a Device (defined below) and certain computer software used in connection with the Device. Motus Nova offers the Device and the functionality of such computer software to persons as a service, as more particularly identified on the Order (“Subscription Services”). The terms and conditions related to the use of the Device and the software contained on the Device are set forth in this Agreement, together with the terms and conditions of Exhibit A and the order (the “Order”). 

• Subscription Services. 

• License. Subject to Customer’s compliance with the terms and conditions of this Agreement and any additional limitations set forth on the Order, Motus Nova grants to Customer, and Customer accepts, a non-exclusive, limited, non-assignable, non-transferable right and license to access the functionality of the Subscription Services over the internet or in connection with Customer’s use of the Device solely for Customer’s use in Customer’s internal operations.

• Limitations. All rights not expressly granted in this Agreement are reserved to Motus Nova. No rights are granted by implication. Without limiting the foregoing, Customer has no rights to (i) possess copies of the Subscription Software, (ii) transfer, rent, assign, lease, or otherwise use the Subscription Software in any time-sharing or service bureau arrangement, (iii) decompile, reverse assemble, or otherwise reverse engineer any of the Motus Nova Properties, (iv) circumvent any technological measures that control access to or use of the Deliverables, or (v) copy, distribute, sublicense, or modify the Deliverables.

• Device Terms. The parties agree to the terms set forth on the Order with respect to the Devices. Customer must have the required Devices to be able to use the Subscription Services.

• Fees. Customer shall pay Motus Nova the fees set forth in the Order. Each monthly payment shall be due every subsequent month on the monthly corresponding day beginning on the initial order billing date.

• Term. The term of this Agreement will commence on the Effective Date and continue until terminated by the parties as set forth herein (the “Term”). Either party may terminate this agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice specifying such material breach from the non-breaching party. Customer may, without penalty, terminate this Agreement for any reason or no reason only if Customer provides Motus Nova with written notice of such a termination within 30 days of the Effective Date, and Motus Nova will thereafter refund all amounts previously paid to Motus Nova pursuant to this Agreement. Upon any termination of this Agreement, for any reason, all rights and obligations of the parties hereunder and all Services and Subscription Services shall cease, except as follows:

• Customer shall deliver to Motus Nova, at Customer’s expense, all originals and copies of the documentation of the Subscription Services and of the Confidential Information of Motus Nova in the possession or under the control of the Customer. Customer shall certify in writing to Motus Nova within ten days following termination that it has complied with this Section 5.1.

•  Customer shall deliver to Motus Nova, at Customer’s expense, any and all Devices provided to Customer or otherwise in Customer’s possession regardless of the condition of the Device, including, but not limited to, any broken or malfunctioning Devices.

•  “Content” means any and all information and data provided or updated by the customer from Effective Date until the termination of this Agreement. Content includes any personally identifying information of any sort.

•  All unpaid fees accrued prior to the date of termination, if any, shall remain in full force and effect. Sections 2.1, 3 (for accrued but unpaid fees), 5, 6, 8, 9, 10, and 10.4 and Sections 4.2, 4.3, 6, 9, and 11 of Exhibit B shall survive any termination or expiration of this Agreement.

• Confidentiality. By virtue of this Agreement, the parties may be exposed to or provided with certain Confidential Information of the other party. Each party will protect the other’s Confidential Information from unauthorized dissemination and use with the same degree of care that each such party uses to protect its own Confidential Information, but in no event less than a reasonable amount of care. Except as required by law, neither party will use the other’s Confidential Information for purposes other than those necessary to further the purposes of this Agreement. Except as otherwise expressly set forth in this Agreement, neither party will disclose to third parties the other’s Confidential Information without prior written consent of the other party. “Confidential Information” means any information, including any trade secrets, of a party and its affiliates, and their personnel, suppliers, or customers that is both (i) of value to its owner and is treated as confidential and (ii) either identified as confidential or proprietary or that, based on the circumstances of the disclosure or the nature of the information, a reasonable person would understand that such information should be treated as confidential. Confidential Information shall not include information that the receiving party is ordered by an administrative agency or other governmental body of competent jurisdiction to disclose. Confidential Information shall not include information that (A) was already known to the receiving party, without obligations to keep such information confidential, at the time of receiving party’s receipt from the disclosing party, (B) was received by the receiving party in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; (C) was publicly known at the time of the receiving party receipt from the disclosing party or has become publicly known other than by a breach of this Agreement; or (D) the information was independently developed without reference to the Confidential Information.

• Technology. Customer must have a functioning Device to be able use and enjoy the Subscription Services and must have acquired certain other equipment, software, and electrical and Internet access to be able to use both the Device and Subscription Services. Acquiring, installing, maintaining and operating equipment, any Customer software, and Internet access and power sources is solely Customer’s responsibility. 

• Proprietary Rights. Motus Nova and its suppliers retain sole and exclusive ownership of their respective Confidential Information, the Services, Subscription Services (including all underlying software thereto), the Device, Device Software and all intellectual property rights in, to, or embodied in or associated with the any of the foregoing, and all copies and modifications thereof, whether developed by Motus Nova, Customer, or a third party (collectively, the “Motus Nova Properties”). Notwithstanding anything to the contrary, any suggestions, feedback or ideas provided by Customer to Motus Nova may be freely used by Motus Nova without limitation, and any modification to the Motus Nova Properties resulting from such suggestions, ideas or feedback shall be exclusively owned by Motus Nova.

• Disclaimer of Warranties. THE MOTUS NOVUS PROPERTIES ARE PROVIDED TO CUSTOMER “AS IS”. NEITHER MOTUS NOVA NOR ITS LICENSORS MAKES ANY EXPRESS OR IMPLIED WARRANTY, REPRESENTATION, CONDITION, OR AGREEMENT WITH RESPECT TO THE MOTUS NOVA PROPERTIES. MOTUS NOVA AND ITS LICENSORS EXPRESSLY DISCLAIM AND EXCLUDE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM USAGE, CONDUCT, OR COURSE OF DEALING OR TRADE. MOTUS NOVA DOES NOT REPRESENT THAT THE USE OR OPERATION OF THE MOTUS NOVA PROPERTIES BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED.  MOTUS NOVA EXPRESSLY DOES NOT REPRESENT OR WARRANT THAT THE USE OR OPERATION OF THE MOTUS NOVA PROPERTIES WILL ACHIEVE ANY PARTICULAR OUTCOME OR MEET CUSTOMER REQUIREMENTS OR OBJECTIVES. CUSTOMER ACKNOWLEDGES THAT IT MUST HAVE A FUNCTIONING DEVICE TO BE ABLE TO USE AND RECEIVE THE SUBSCRIPTION SERVICES. 

• Limitation of Liability, Remedy.

• Limitation of Remedy. EXCEPT TO THE EXTENT PROHIBITED BY LAW OR FOR CLAIMS ARISING FROM A BREACH OF SECTION 6, MOTUS NOVA, ITS LICENSORS, AND OTHER SUPPLIERS SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES OR LIABILITIES FOR ANY CAUSE WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR BY WAY OF INDEMNITY OR OTHERWISE, INCLUDING A BREACH THEREOF OR INCLUDING WITHOUT LIMITATION, DAMAGES OR LIABILITIES FOR LOST PROFIT, LOST REVENUE, LOSS OF USE, LOSS OF GOODWILL, LOSS OF REPUTATION, LOSS OF DATA, COSTS OF RECREATING LOST DATA, THE COST OF ANY SUBSTITUTE EQUIPMENT, PROGRAM, OR CONTENT, OR CLAIMS BY ANY THIRD PARTY REGARDLESS OF WHETHER SUCH DAMAGES OR LIABILITIES HAVE BEEN COMMUNICATED TO MOTUS NOVA AND REGARDLESS OF WHETHER MOTUS NOVA HAS OR GAINS KNOWLEDGE OF THE EXISTENCE OF SUCH DAMAGES OR LIABILITIES. 

• Limitation of Liability. EXCEPT TO THE EXTENT PROHIBITED BY LAW OR FOR CLAIMS ARISING UNDER SECTION 6, THE CUMULATIVE, AGGREGATE LIABILITY (INCLUDING ATTORNEYS FEES AWARDED UNDER THIS AGREEMENT) OF MOTUS NOVA, ITS LICENSORS, AND OTHER SUPPLIERS TO CUSTOMER OR ANY THIRD PARTY, FOR ALL CLAIMS, LIABILITIES AND DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000.00). 

• Indemnification. Customer hereby indemnifies and holds harmless Motus Nova, their employees, officers, board members, agents, successors and assigns (“Indemnitees”) from and against all claims, suits, liabilities, damages, costs, fees (including, without limitation, attorneys’ fees), expenses or losses arising out of or resulting from Customer’s possession, use or operation of the Subscription Services, Device or Device Software, including, but not limited to, those related to personal injury or death and any third-party claims against Indemnitees arising from or related to Customer’s acts or omissions, negligence or misconduct, Customer’s improper or intentional misuse of any of the Device, any claims by third parties for malpractice, any and all claims by third parties based on patient satisfaction.

• Acknowledgement. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY MOTUS NOVA TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN SECTIONS 9 AND 10 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT. SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY. IN SUCH STATES OR JURISDICTIONS, THE MOTUS NOVA’S LIABILITY TO CUSTOMER SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.

• General Provisions. 

• Injunctive Relief. The parties agree that if Section 6 or any Section of the Agreement involving license or proprietary rights are breached, the non-breaching party will suffer immediate and irreparable damage that will not be adequately compensated by money damages alone, and therefore, either party, in addition to any other legal or equitable remedies, shall be entitled to seek an injunction or similar equitable relief against such breach or threatened breach, without providing a bond.

• Governing Law and Language. The validity, construction, and performance of the Agreement and the legal relations among the parties to the Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, U.S.A., excluding that body of law applicable to choice of law. The United Nations Convention on Contracts for the Sale of Goods shall not apply to the Agreement. 

• Waiver. A waiver by either party of any covenant or breach shall not be construed to be a waiver of any succeeding breach or any breach of any other covenant. 

• Severability. If any provision in this Agreement is invalid or unenforceable, that provision shall be construed, limited, modified, or severed to the extent necessary to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain in full force and effect.

• Assignment. This Agreement and the rights and obligations hereunder, may not be assigned in whole or in part by Customer without the prior written consent of Motus Nova. In the case of any permitted assignment or transfer of or under this Agreement, this Agreement or the relevant provisions shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators, and assigns of the parties hereto. Any attempt assignment without such consent shall be null and void and of no force and effect. 

• Export. Customer acknowledges that one or more of the Motus Nova Properties are subject to export controls under the laws and regulations of the United States (“Export Laws”), including all provisions regarding the export, re-export, and deemed export of the Subscription Services and any prohibitions on use of the Subscription Services or Device by certain designated individuals and entities. Customer will comply strictly with all Export Laws and will not export or disclose the Motus Nova Properties to any destination or individual national or resident prohibited by any Export Laws.

• Notices. Any notice or communication from one party to the other shall be in writing and either personally delivered or sent via email or nationally recognized overnight service, or certified mail, postage prepaid and return receipt requested, addressed to the attention of Legal at the address of the other party as specified in the first paragraph of the Signature Page of this Agreement or at such other address as such party may from time to time designate in a notice to the other party. 

• Entire Agreement. All Exhibits attached to this Agreement and Orders are incorporated herein wherever referenced. This Agreement represents the entire understanding of the parties concerning the subject matter hereof and supersedes all prior communications and agreements, whether oral or written, relating to the subject matter of this Agreement.

•  Compliance with Healthcare Laws.  The parties acknowledge and agree that it is their intent to comply with all state, federal, and any other Healthcare Laws. Accordingly, the parties shall at all times comply with all state, federal and other healthcare laws and regulations, including but not limited to the Stark Law and its related regulations, the Anti-Kickback Statute and its related regulations, and HIPAA. The parties represent and warrant that no payment has been or will be made or received by either party in return for the referral of patients or in return for the purchasing, leasing or ordering, or arranging for or recommending the purchasing, leasing or ordering of any good, service, item, or product for which payment could be made in whole or in part under a federal or state healthcare program. The parties represent that all payments hereunder are fair market value.

• Renegotiation.   In the event of any change in any federal or state law or regulation or a change in the interpretation thereof following the Effective Date that would render this Agreement or any part of this Agreement illegal, as determined by counsel to either party, then upon the written request of either of the parties hereto, the parties shall immediately commence negotiations to modify this Agreement to comply with then current law. If the parties are unable to renegotiate this Agreement to comply with the then current law within thirty (30) days of receipt of written notice by one party to the other, then the party which gave written notice may immediately terminate this Agreement upon written notice to the other party

• Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, ORDERS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, ORDERS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
  

 

 

 

Exhibit A: Device Terms

 

1. Definitions. Capitalized terms not defined in this Exhibit have their same meaning as set forth elsewhere in the AgreementDevice Service. As part of the Subscription Services, Motus Nova provides Customer the Device to be used during the Term of the Agreement. Customer’s right to use the Device shall terminate upon the expiration or termination of use of the Subscription Services.
2. Operation. Customer shall not remove the Device from Customer’s address specified on the signature page above without prior written approval of Motus Nova. Customer shall allow Motus Nova to enter Customer’s premises at all reasonable times to locate and inspect the state and condition of the Device. Customer shall at its expense keep and maintain the Device in a good state of repair, normal wear and tear excepted, and shall use the Device only for its intended purpose and follow Motus Nova’s instructions regarding the use and maintenance of the Device.
3. Limited Warranty. 
   1. Replacement. Motus Nova shall replace the Device with identical or similar Device if the Device fails to operate in accordance with the manufacturer’s specifications and operation instructions. Such replacement shall be made as soon as practicable after Customer returns the non-conforming Device. Customer shall return all non-conforming Device at its expense and risk of loss to Motus Nova to the destination specified by Motus Nova. Products manufactured by a third party (“Third-Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Device. Third-Party Products are not covered by the above limited warranty.
   2. Exceptions. The limited warranty above does not apply where the Device has been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions, or use contrary to any instructions issued by Motus Nova, or used with any Third-Party Product, hardware, software, or product that has not been previously approved in writing by Motus Nova.
   3. Disclaimer. OTHER THAN AS SET FORTH ABOVE, MOTUS NOVA MAKES NO WARRANTY WHATSOEVER, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INTERFERENCE; OR (d) WARRANTY AGAINST INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY; WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. THE REMEDIES SET FORTH IN THIS SECTION 4 ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES AND MOTUS NOVA’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH HEREIN.

License to Device SoftwareSubject to the terms and conditions of this Agreement, Motus Nova grants to Customer, solely for the benefit of Customer, and Customer accepts, the following non-exclusive, non-assignable, non-transferable, non-sublicensable, and Term-limited rights and licenses: (a) to use one copy of the Device Software on each Device; (b) to access and use the functionality of the Device Software and Subscription Services in connection with Customer’s use of the Device; and (c) to access and use the documentation of the Device Software solely in furtherance of the use of the Device Software. “Device Software” means the software included within the Device for the purposes of supporting and interacting with the Device and Subscription Services. “Device Product” means the Device and the Device Software.

Limitations. The rights and licenses granted under this Agreement are further limited by and conditioned on the requirements set forth below. 

1. 1. The Device Software shall only be accessed or used by Customer and solely for the internal use and benefit of Customer in accordance with the documentation. 
   2. Customer shall not transfer, rent, donate, assign, lease, or otherwise use the Device Software in any time-sharing or service bureau arrangement. 
   3. Customer shall not copy, reproduce, distribute, sublicense, create derivative works of, or otherwise modify or commercially exploit the Device Software. 
   4. Customer shall not alter or remove any printed or on-screen copyright, trademark, patent, proprietary, or other legal notice contained on or in any Device Software, documentation, or copies thereof.
   5. All rights not expressly granted in this Agreement are reserved to Motus Nova. No rights are granted by implication.
   6. Except as required by applicable law, Customer shall not decompile, reverse assemble, or otherwise reverse engineer the Device Software, including use of any similar means to discover the source code of the Device Software, to discover the Confidential Information therein, or to otherwise circumvent any technological measures that control access to or use of the Device Software.

Customer Responsibilities. In addition to any other obligations of Customer, unless otherwise expressly stated in this Exhibit B, Customer is responsible for the following, at Customer’s sole expense: 

1. 1. Customer shall provide a suitable environment for the operation and use of the Device Products.
   2. Customer shall provide access to Customer’s internal network systems (as needed) and access to the Internet.
   3. Customer shall use the Device Products with due care to prevent injury thereto, and to any person or property, and in conformity with all applicable laws, ordinances, rules, regulations and other requirements of any insurer or governmental body and with all requirements of the manufacturer with respect to the use, maintenance and operation of the Device Products. 
   4. Customer shall not modify any Device Products without the prior written consent of Motus Nova, which may be granted or withheld in its sole discretion.
   5. Customer shall install any new versions, upgrades, error corrections, or other modifications to the Device Software as provided by Motus Nova from time to time.
2. Title. Title to the Device Products remains with Motus Nova throughout the Term, and Customer shall acquire no right, title, or interest in the Device Products. Customer shall not pledge or encumber the Device Products in any way. 
3. Risk of Loss. In the event of any loss, damage, destruction, theft, and condemnation (“Loss”), regardless of fault, Customer shall bear all risk of Loss, to the Device Products extending to the full list value of the Device Products at the time of subscription, plus expenses for shipping, storage fees, an administrative fee and a reasonable charge for loss of use until the Device Products have been returned to Motus Nova to the destination specified herein. Customer shall notify Motus Nova in writing within 10 days of any such Loss.
4. Return of Device.
   1. Obligation to Return Device. Customer shall, at its risk and expense, within fourteen (14) calendar days of the expiration or termination of the Term (a) deinstall, inspect, and properly pack the Device; and (b) return the Device, freight prepaid, to Motus Nova’s facility set out on the first page of this Agreement by delivering the Device on board such carrier as Motus Nova may specify.
   2. Condition of Device Upon Return. Customer shall cause the Device returned for any reason under this Agreement to (a) be free and clear of all liens (other than liens of Motus Nova) and rights of third parties; (b) be in the same condition as when delivered to Customer, ordinary wear and tear excepted; (c) have all Customer’s insignia or markings removed or painted over and the areas where such markings were removed or painted over refurbished as necessary to blend with adjacent areas; and (d) be in compliance with applicable law.
5. Compliance with Law. Customer shall (a) comply with all applicable laws, regulations, and ordinances and (b) maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.
6. Indemnification. Customer shall indemnify, defend, and hold harmless Motus Nova and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or, expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party, relating to/arising out of or resulting from any claim of a third party arising out of or occurring in connection with the Device Products or Customer’s negligence, willful misconduct, or breach of this Agreement. Customer shall not enter into any settlement without Motus Nova’s or Indemnified Party’s prior written consent.

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