The following describes the Terms of Service (“Terms of Service”), which govern and apply to your access and/or use (both as a visitor and a registered user) of our online and mobile tools, websites, platforms, software, services, games and Applications (as defined below) and, except as otherwise provided in these Terms of Service, all text, graphics, images, information or other materials available through our services we own and/or operate and that contain a link to, or are accessible after agreeing to, these Terms of Service (collectively, the “Services”). PLEASE READ AND REVIEW THESE TERMS OF SERVICE CAREFULLY.

By using the Services or becoming a registered user, you agree to be legally bound by these Terms of Service. If you do not wish to be bound by these Terms of Service, You are not authorized to use the Services, and you must cease all usage immediately. References in these Terms of Service to “Motivv”, “we”, “us” or “our” are references to Motivve Health Studios, LLC d/b/a Motivv Health Studios and its employees, officers, directors, contractors, subsidiaries, affiliate entities, and any successor entities. Any references to “you” or “your'' in these Terms of Service means the person or entities using the Services that are offered through the Services, including without limitation individuals making benefits elections for themselves or their dependents. If you are helping another person use our Services, these Terms of Service constitute a legally binding agreement between you and the person being helped and us, and “you” or “your” shall also include the person being helped.

Motivv was designed to make engaging you with your health more fun and accessible. The Services we offer include, but are not limited to, a collection of game Applications and Health Tools & Resources (as defined below), tools, features, functionality, resources, programs, content, recommendations, and services. These may be made available and paid for by entities such as health plans, health insurers, healthcare providers and networks, pharmaceutical companies, employers, other providers of healthcare related products or services, and/or other sponsoring organizations, and companies that contract with such entities (collectively, the “Motivv Partners'' and/or “Motivv Sponsor(s)”), and all other tools, features, functionality, resources, programs, recommendations, rewards, incentives, support and services made available by us to You. Some Services may be subject to additional guidelines, rules, or terms (“Additional Terms”) that are contained within the applicable Services. If there is any conflict between these Terms of Service and the Additional Terms for any Service, the Additional Terms control with respect to that Service and all other provisions in the Terms of Service that are not in conflict also apply.

By agreeing to these Terms of Service, you also agree to our Reward Programs Terms and Conditions in connection with any reward or incentives available through the Services (if offered and available). Those Reward Terms and Conditions are incorporated herein by reference, and by agreeing to these Terms of Service, you also agree to abide by the Reward Terms and Conditions.

THE SERVICES ARE NOT INTENDED TO AND DO NOT PROVIDE HEALTH OR MEDICAL ADVICE. MOTIVV DOES NOT PROVIDE ANY MEDICAL DIAGNOSIS, TREATMENT, OR CARE. IF YOU BELIEVE YOU HAVE A MEDICAL EMERGENCY, SEEK IMMEDIATE MEDICAL ATTENTION OR CALL 911 IMMEDIATELY. DO NOT DELAY, DISREGARD, DISCONTINUE, OR AVOID MEDICAL TREATMENT OR ADVICE FROM YOUR LICENSED HEALTHCARE PROFESSIONALS BECAUSE OF ANYTHING YOU MAY HAVE READ OR LEARNED WHILE USE THE SERVICES. THE INFORMATION, GAMES, AND FEATURES OF THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY TO ASSIST YOU IN LEARNING ABOUT YOUR HEALTH AND DISEASE MANAGEMENT. THE SERVICES ARE NOT AND SHOULD NOT BE USED AS A SUBSTITUTE FOR MEDICAL ADVICE AND TREATMENT PROVIDED BY LICENSED HEALTH CARE PROFESSIONALS.

Always seek the advice of a qualified medical provider with any questions you may have about your health and before undertaking or changing an exercise regimen, diet, weight loss program, or course of medical treatment; taking any drugs, medicines, or supplements; accessing a health-related resource or program; or engaging in any physical activity, weight loss program, or diet related to the games, challenges, missions, or other tools or features available through the Services. Nothing available through any Services is intended or should be taken to be the practice of medical or counseling care. For purposes of these Terms of Service, the practice of medical or counseling care includes without limitation psychiatry, psychology, medical, nursing, or professional health care advice or services, or the practice of medicine, nursing, or professional health care, psychotherapy, or providing health care treatment, instructions, diagnosis, prognosis or advice. We make no representations or warranties that any particular drug or treatment is safe, appropriate, or effective for you, or that any particular health care provider is appropriate for you. You should confirm all health and/or healthcare related information with your health care professionals before making health care-related decisions. Your use of the Services does not create in any way a physician-patient relationship, any sort of confidential, fiduciary, or professional relationship, or any other special relationship that would give rise to any duties on our part.

Motivv does not recommend or endorse any specific tests, assessments, health care providers, procedures, treatments, products, drugs, equipment, supplies, regimens, supplements, benefits, opinions, or other information and/or content that may appear on or through the Services. If you rely on any of the information provided by or through the Services, or by Motivv employees or other users of the Services, you do so solely at your own risk.

Our Services may contain links to, references, or provide interfaces with other services and websites that are owned and operated by third parties, such as health benefits programs, wellness programs, disease management programs, assessments and/or surveys, fitness and cognitive providers, health applications, coaching services, resources, tools, virtual consultations offered by telehealth providers, and/or personal health devices (“Third Party Services”) that are provided as a convenience to you and are limited to those that meet Motivv purposes. The inclusion of a link, reference or interface does not mean or imply that these Third Party Services have endorsed Motivv or that Motivv has endorsed the Third Party Service, its content, or any merchandise, products, or service provided therein (and their associated trademarks and logos). Please be aware that Third Party Services may modify their guidelines or restrict our access without prior notice. Consequently, we cannot guarantee uninterrupted access or connectivity to such Third Party Services through our platform.

Motivv does not guarantee the availability or functionality of these Third Party Services. We are not responsible for the accuracy, completeness, quality, availability, timeliness, validity, legality, and decency of the content, products, opinions, recommendations, services, or any other aspect of the materials or tools made available through any Third Party Services or for your use of them. Your use of Third Party Services is subject to the terms and conditions of use for such links, websites and/or services at your own risk. Motivv shall not be responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused in connection with your use of Third Party Services.

Unless otherwise indicated in these Terms of Service, the Services are not intended or designed to be used by children under the age of 13. You may not use the Services if you are under the age of 13. If you are between 13 and the age of majority in your state and otherwise not emancipated, a parent and/or guardian must agree to these Terms of Service on your behalf.

In order to access certain features of the Services, you must register to create an account (“Account”) and become a registered user (“Registered User”). During the registration process, you will be required to provide certain information about yourself, such as your email address, and may be asked to provide your name, date of birth, and answer a few questions in order to verify and authorize your Account and become a Registered User. You must be legally competent to enter into contracts to register an Account with our Services. During registration, you’ll need to provide an email address and password (your “User ID”). You agree to provide truthful, accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete.  Your User ID may let you sign into products, websites, and services provided by Motivv, some Motivv Partners, and Third Party Services. You agree and consent to Motivv sharing certain information when you use your User ID to access Motivv Partners and Third Party Services' products, websites, and services.  You should only grant permission if you trust the third party's product, website, or service. The third party may automatically sign you in the next time you use it.  

You may have the option of becoming a Registered User and signing into the Services through your Google, Facebook, or other linked accounts (collectively, “Third Party Linked Account”). Should you choose to become a Registered User and/or sign into your Account through a Third Party Linked Account, you grant Motivv access to the necessary information (as authorized) by that Third Party Linked Account to become a Registered User. This includes giving Motivv access to the username, email address, and other basic account information associated with the Third Party Linked Account. The specific information that Motivv requests from the Third Party Linked Account will be provided at the time of registration and/or sign in. Please review the terms and conditions and privacy policies associated with the Third Party Linked Account and what information that third party will share with Motivv prior to using the Third Party Linked Account to become a Registered User of Motivv. You should only grant permission if you trust the third party's product, website, or service. The Third Party Linked Account may automatically sign you in the next time you log into our Services (as detailed below).

You agree that Motivv reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.  Motivv retains the right to disable or delete any Account for any reason at our sole discretion. You are responsible for safeguarding your User ID. You agree not to disclose your User ID to others and/or any third party and take sole responsibility for any activities or actions under your User ID, whether or not you have authorized such activities or actions. If your User ID or other activation codes you use with the Services are compromised, you will immediately notify Motivv.  Motivv is not liable for any losses by any party caused by any unauthorized use of your Account and/or User ID, whether fraudulently or otherwise. You agree to keep your personal information with us accurate and up-to-date at all times.

It is your responsibility to safeguard the devices you use to access the Services (such as laptops, tablets, and mobile devices, etc) and to use appropriate security settings on those devices (such as pins and/or passcodes, password protected screen savers, multi-factor authentication, and encryption, etc). If those devices are lost, stolen, misplaced, and/or they are not properly secured by you, third parties and/or others may have unauthorized access to your Account and your personal information using those devices. Motivv is not responsible or liable, directly or indirectly, for any losses by any party caused by any unauthorized use of your Account and/or User ID from your devices being lost, stolen, or misplaced, including any unauthorized access to your Account and information through a Third Party Linked Account (as detailed in the section below).

Our Services may provide the option of using a Third Party Linked Account and/or persistent log-in with your Account, such as (i) creating an Account to become a Registered User, (ii) having our Services remember your user email address and/or password, (iii) logging into our Services using a Third Party Linked Account, or (iv) logging into our Services with verified unique device identifiers associated to your Account (including, without limitation, facial and/or fingerprint authorization). You acknowledge and agree that if you choose to use a Third Party Linked Account and/or persistent log-in to more conveniently access your Account, you are doing so at your own risk as third parties and/or others may have unauthorized access to your Account and information through your device (such as smartphones, tablets, or computers) if you do not properly safeguard the devices you use to access the Services (as detailed in the section above), and/or allow an unauthorized third party to use your device. If you are concerned about the unauthorized use or disclosure of information by choosing to use a Third Party Linked Account and/or persistent log-in, you should elect to not use the Third Party Linked Account and/or persistent log-in feature. You are responsible for safeguarding your Account and take full responsibility for any activities or actions under your Account while using a Third Party Linked Account and/or persistent log-in, whether or not you have authorized such activities or actions.

Your privacy is important to us. When you use our Services, we gather certain information about you. We have adopted a Privacy Policy governing our Services and information practices and the choices you can make about the way your information is collected and used. The Privacy Policy is incorporated by reference into these Terms of Service, and use of the Services constitutes acceptance of our Privacy Policy as well.

The Services may contain public areas that are accessible and can be viewed by others (such as users of the Internet, others who have registered and provided information about themselves or their conditions, and/or those who have opted-in to participating in online discussions, games, reviews, and/or posts) and/or can be used by others to post information or other content (collectively, the “Public Areas”). You are solely responsible for your own communications and any reliance on communications contained in Public Areas, even if the content or communication violates our policies or is otherwise offensive. You agree to only post content or materials that comply with these Terms of Service. You agree that Motivv is not responsible, and has no liability, for any consequences that result from your use of, or disclosure of information in, Public Areas or other areas of the Services.

You acknowledge and agree that you are not permitted to, and you will not, do or assist anyone else in doing any of the following (“Prohibited Conduct”):

You agree that we may take any measures we deem appropriate, in our sole discretion, to prevent the violation of, and to enforce, these Terms of Service. Without limiting any other rights we have, you agree that we may take any actions permitted or required by law (including the suspension or termination of your Account or your access to the Services) if we believe, in our sole discretion, that you are engaging in activities that (i) violate these provisions (or other terms in these Terms of Service), (ii) could expose us and/or our vendors and Motivv Partners to liability, or (iii) could harm our business reputation or that of our vendors and Motivv Partners.

You agree that Motivv has the right, consistent with applicable law, but is not obligated, to:

The Services and their content are provided solely for your personal, noncommercial use in accordance with these Terms of Service. You agree that the Services (and all content contained therein), including all text, graphics, animation, logos, button icons, images, audio clips, software, trademarks, copyrighted information, proprietary methods or technology, patents, or any other material displayed on or contained within our website and applications (collectively, “Motivv Property”), and the collection, arrangement, and assembly of Motivv Property, is protected by intellectual property and other laws, and are the property of Motivv, our Motivv Partners or is licensed for use by Motivv. You acknowledge that you do not acquire or have any ownership interest in the Services or Motivv Property by using the Services. The Services and Motivv Property are subject to and must be used in accordance with applicable intellectual property laws, including the protections of trademark, patent, or copyright requirements.

You may not, and you agree you will not, modify, copy, reproduce, prepare derivative works from, license, sell, rent, transfer, translate, redistribute, transmit, republish, reverse engineer, decompile, or disassemble, any of the Services or Motivv Property without the express, prior, and written consent of Motivv, which may be withheld at Motivv's sole discretion.

Copyright and trademarks in the Motivv Property are reserved to Motivv and/or the copyright owners (licensors). Prior permission to use, copy, reproduce or reprint any copyrighted material must be obtained from the copyright or trademark owner, regardless of intended use. You must contact Motivv with requests to obtain permission to use, copy, reproduce, or reprint copyrighted Motivv Property. You must further abide by all copyright notices, information or restrictions contained or provided in the Services or Motivv Property.

Motivv respects the intellectual property of others. If you believe that your work has been copied in a way that violates your rights, please provide us with the information necessary to evaluate your claim and respond appropriately.

Motivv may make available to you the ability to post, submit, email, or otherwise make available on or through the Services (including via email to us) information, text, or materials (“Your Materials”). You are entirely responsible for Your Materials, and you represent and warrant that Your Materials do not include confidential or proprietary information, or violate any other party’s intellectual property, privacy, or other rights. Subject to the license grant below, as between you and us, you retain ownership and any intellectual property rights in any materials that are contained in Your Materials. You grant us an irrevocable, perpetual, non-exclusive, royalty-free, fully-paid, transferrable, sublicensable, worldwide license to use, reproduce, modify, transmit, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise exploit, Your Materials in any form, technology, or media now known or hereafter developed. You hereby waive any moral rights you may have in Your Materials under the laws of any jurisdiction. You agree we may exercise any of these rights without compensation or attribution to you.

In the event that you provide us any ideas, thoughts, criticisms, suggested improvements, or other feedback related to the Services (collectively “Feedback”), you represent and warrant: (i) that you have the right to disclose the Feedback; (ii) that the Feedback does not violate the rights of any person or entity; and (iii) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further: (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback; (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development; (iii) grant us (and any of our vendors to the extent you provide Feedback to them) an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback; and (iv) irrevocably waive, and cause to be waived, against Motivv, its vendors and its users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your account or the Services. This section applies whether you provide the Feedback through the Services or through any other method of communication.

Subject to your compliance with the terms and conditions of these Terms of Service, Motivv grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access, view and print any Motivv Property solely for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Motivv or its licensors, except for the licenses and rights expressly granted in these Terms of Service.

We try to keep the Services bug free and safe, but you use them at your own risk. We provide the Services “as is,” “with all faults,” and “as available.” We and our suppliers make no express or implied warranties or guarantees about the Services. TO THE EXTENT PERMITTED BY LAW, WE AND OUR SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY OR GUARANTEE THAT THE SERVICES, OR ANY INFORMATION CONTAINED IN THE SERVICES, IS ACCURATE OR UP-TO-DATE, OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE, OR MEET YOUR REQUIREMENTS, OR THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES, AND ANY SERVICE, MATERIAL, OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES, OR USE OF RESOURCES OR PARTICIPATION IN ANY PROGRAMS OR ACTIVITIES ACCESSIBLE THROUGH OR IN CONNECTION WITH THE SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTERS OR MOBILE DEVICES AND ANY LOSS OF DATA THAT RESULTS THEREFROM. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY US SHALL CREATE A WARRANTY NOT EXPRESSLY SET FORTH HEREIN.

YOU AGREE THAT THE MOTIVV RELEASED PARTIES’ (AS DEFINED BELOW) ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO YOUR USE OF THE SERVICES, AND/OR FOR ANY BREACH OF THESE TERMS OF SERVICE, IS SOLELY LIMITED TO THE TOTAL AMOUNT OF SERVICE FEES, IF ANY, THAT YOU PAID TO US WITHIN THE LAST 12 MONTHS FOR THE SPECIFIC SERVICE AT ISSUE. THIS MEANS THAT MOTIVV HAS NO LIABILITY TO YOU WHERE IT PROVIDES YOU WITH SERVICES FREE OF CHARGE TO YOU. YOU AGREE THAT THE MOTIVV RELEASED PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, OR RELIANCE ON, THE SERVICES, OR INFORMATION CONTAINED ON OR THROUGH THE SERVICES, OR YOUR INABILITY TO USE THE SERVICES, ANY TERMINATION OF YOUR ACCESS TO OR DISCONTINUANCE OF THE SERVICES, OR ANY BREACH OF THESE TERMS OF SERVICE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, AND LOSS OF GOODWILL, EVEN IF ANY OF THE MOTIVV RELEASED PARTIES KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT ANY OF THE FOREGOING EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE FOUND TO BE UNENFORCEABLE, THE MOTIVV RELEASED PARTIES’ LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE “MOTIVV RELEASED PARTIES” MEANS MOTIVV AND OUR PARENTS, AFFILIATES, SUBSIDIARIES, EMPLOYEES, CONTRACTORS, MEMBERS, SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS, PREDECESSORS IN INTEREST, SUCCESSORS IN INTEREST, MOTIVV PARTNERS, CLIENTS, CUSTOMERS, AND VENDORS.

THE FOREGOING LIMITATION OF LIABILITY IS NOT APPLICABLE TO RESIDENTS OF NEW JERSEY. WITH RESPECT TO RESIDENTS OF NEW JERSEY, THE RELEASED PARTIES ARE NOT LIABLE FOR ANY DAMAGES UNLESS SUCH DAMAGES ARE THE RESULT OF OUR NEGLIGENT OR RECKLESS ACTS OR OMISSIONS; AND THE RELEASED PARTIES ARE NOT, IN ANY CASE, LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

You and Motivv agree to resolve any dispute, claim or controversy arising out of or relating to these Terms of Service, the Services, our relationship, and any rewards or incentives offered through the Services (collectively, “Disputes”) through final and binding arbitration, except as set forth under “Exceptions to Agreement to Arbitrate” below. This agreement to arbitrate and the associated arbitration provisions will also apply to any claims asserted by you against any present or future Motivv Released Party to the extent that any such claims arise out of your access to, the provision of content, services, and/or technology through, and/or use of the Services.

We want to address your concerns before initiating a formal legal case. Before either party may file a claim against the other, we both agree to make a good faith effort to resolve any dispute, claim, or controversy arising out of or relating to the Services informally.  You can contact legal@motivvhealthstudios.com to initiate the dispute resolution process. We will make reasonable efforts to resolve the dispute informally within a reasonable timeframe. If a dispute is not resolved within 30 days of submission, you or Motivv may bring a formal arbitration proceeding as described below.

The arbitration shall be held in the state in which you reside or any other location as agreed upon between you and Motivv. For residents outside the United States, arbitration shall be initiated in Cleveland, OH, or any other location to which the parties agree in writing. You and Motivv further agree to submit to the personal jurisdiction of any state or federal court in Cleveland, OH, to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

You can decline this agreement to arbitrate by sending an email to Motivv within 30 days of your first acceptance of terms containing an arbitration provision. The email must specify your first and last names, Motivv User ID, mailing address, and explain that you are opting out of the Motivv Terms of Service arbitration provision. The email should be sent to legal@motivvhealthstudios.com, Subject: Legal Department Arbitration Provision. If you opt out of these arbitration provisions, Motivv will not be bound by them either.

The arbitration shall be conducted by a single arbitrator, governed by the rules of JAMS that are in effect at the time the arbitration is initiated available at jamsadr.com or by calling JAMS at 1-800-352-5267 (referred to as the “JAMS Rules”) and under the rules set forth in these Terms of Service. We may also mutually agree in writing to have the arbitration conducted by telephone or based on written submissions.

You will be required to pay the applicable fee for consumer arbitrations when initiating the arbitration. Motivv will pay all other arbitration fees, unless the arbitrator finds the arbitration to be frivolous. You are responsible for all other additional costs that you may incur in the arbitration including, but not limited to attorneys’ fees and expert witness costs unless Motivv is otherwise specifically required to pay such fees under applicable law. The arbitration shall be conducted in accordance with the JAMS streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and JAMS comprehensive Arbitration Rules and Procedures for claims exceeding $250,000, excluding any rules or procedures governing or permitting class actions. The decision of the arbitrator will be in writing and binding and conclusive on Motivv and you, and judgment to enforce the decision may be entered by any court of competent jurisdiction. Motivv and you agree that dispositive motions, including without limitation, motions to dismiss and motions for summary judgment, will be allowed in the arbitration. The arbitrator must follow these Terms of Service and can award the same damages and relief as a court, including injunctive or other equitable relief and attorneys’ fees. Notwithstanding the foregoing, Motivv and you agree not to seek any attorneys’ fees and expert witness costs unless the arbitrator finds that a claim or defense was frivolous or asserted for an improper purpose. In which case, either party, including Motivv, may be awarded attorneys’ fees and costs if permitted by law. Motivv and you understand that, absent this mandatory arbitration provision, Motivv and you would have the right to sue in court and have a jury trial. Motivv and you further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

Except as explicitly provided herein, if any clause within these arbitration provisions is found to be illegal or unenforceable, that specific clause will be severed from these arbitration provisions, and the remainder of the arbitration provisions will be given full force and effect. In the event some or all of these arbitration provisions are determined to be unenforceable for any reason, or if a claim, dispute or controversy is brought that is found by a court to be excluded from the scope of these arbitration provisions, Motivv and you agree to waive, to the fullest extent allowed by law, any trial by jury.

Either you or Motivv may assert claims, if they qualify, in small claims court with jurisdiction over the claim, provided the informal dispute resolution described above was unsuccessful. Either party may bring a lawsuit alleging intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.

We agree that each party may only resolve disputes with the other party on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. We agree that class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU AND MOTIVV ARE GIVING UP THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. EACH PARTY UNDERSTANDS THAT BY AGREEING TO THIS ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, EACH PARTY MAY ONLY BRING CLAIMS AGAINST THE OTHER IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. IF YOU DO NOT AGREE TO ARBITRATION, YOU SHOULD OPT OUT OF THIS ARBITRATION PROVISION AS STATED ABOVE OR CEASE USING OUR SERVICES.

If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void.

Motivv will provide thirty (30) days’ notice of any changes affecting the substance of this Arbitration Agreement and Class Action Waiver by posting on the Services, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the Services or sent to you.

Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection is not enforceable or valid, then this subsection shall be severed from the remainder of the Arbitration Agreement and Class Action Waiver, and the court or arbitrator shall apply the first Arbitration Agreement and Class Action Waiver section in existence after you began using the Services.

This Arbitration Agreement and Class Action Waiver section shall survive any termination of your account or the Services.

In the event that the agreement to arbitrate is found not to apply to you or your claim, or for claims not subject to arbitration, you and Motivv agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of the State of Ohio. Both you and Motivv consent to venue and personal jurisdiction there.

You agree that the arbitration provision is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act (“FAA”), and not by any state law concerning arbitration. You otherwise agree that the law of the state of Delaware governs these Terms of Service and any claim or dispute that you may have against us, without regard to Delaware’s conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability.

If you believe that your copyrighted work has been copied and is accessible on or through the Services in a way that constitutes copyright infringement, you may notify us by mail at legal@motivvhealthstudios.com, subject: Attention Legal - Notice of Copyright Infringement, and provide the following information:

The following terms apply to your download, access to, and/or use of any Motivv mobile game and/or application, if available, (together with all information and software associated therewith, the “Application” or “Applications”) through any device, such as tablets, mobile phones, laptops, computers, etc.

We grant you a limited, non-exclusive, revocable, non-transferable license to download, install, and use the Applications solely for your personal, non-commercial use on a mobile or tablet device owned or controlled by you and only in accordance with the Terms of Service. Other than the limited rights granted in the immediately preceding sentence, no other rights are granted to you. This is only a license, and not a sale of, the Applications to you.

Use of the Application requires third party services and equipment such as a compatible mobile device, Internet access, and a telecommunications carrier. Obtaining and maintaining the equipment and services necessary to use the Application is your responsibility. We are not responsible for equipment defects, lack of service, dropped calls, data speed or availability, or other issues arising from third party services or equipment. You are solely responsible for your use of those services on your mobile device and compliance with any applicable third party terms and payment of all applicable third party fees associated with any carrier service plan you use in connection with your use of those services (such as voice, data, text, SMS, MMS, roaming or other applicable fees charged by the carrier). You are also responsible for maintaining the confidentiality of your User ID used to access the Applications. If you choose to use a Third Party Linked Account and/or persistent log-in with your Account, you should lock your mobile device when not in use to avoid any breach of the security of your information and/or misuse of your identification, password or the Applications.

You agree you will not remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Applications. You acknowledge that Motivv may issue an upgraded version of its mobile applications and may automatically upgrade the mobile application that you are using. You consent to such automatic upgrading and agree that the then-current Terms of Service shall govern all such upgrades. Motivv mobile applications or other aspects of the Services may include third party code and other software, which is governed by the applicable open source or third party end user license agreement, if any, that authorizes the use of such code.

You agree to comply with all applicable terms, conditions, and agreements between you and any third party that provides products or services that facilitate or enable your use of any mobile applications, and you acknowledge and agree that your use of any Application may result in charges to you by those third parties in connection with the products and services they provide to you (such as data plan and roaming charges), and you will be solely responsible for any such charges.

Upon any termination of your rights hereunder, for any reason, you will immediately uninstall or delete the Applications and cease any further use of such Applications.

If the Services that you use include a mobile application that you download, access and/or use and that runs on Apple’s iOS operating system (an “iOS App”), you acknowledge and agree that:

In addition, you represent and warrant that:

If the Services that you use include a mobile application that you download, access, and/or use from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that these Terms of Service are between you and Motivv only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) Motivv, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or the Terms of Service; and (vi) you acknowledge and agree that Google is a third party beneficiary to the Terms of Service as it relates to Motivv Google-Sourced Software.

While using our Applications you may have access to Services that provide you to ability to engage in various health and wellness-related activities, such as, for example, participating in various health-based missions and/or activities, tracking your progress toward achieving various goals and toward accomplishing various health-based missions and/or activities, interacting with health-related content, trivia, assessments and/or surveys, reviewing articles, accessing various resources, tools, applications, or health-related programs that may be available to you, allow you to find and schedule health care services, including searching for available health care providers and facilities (in or out of your network) and accessing certain health information and/or records (collectively, the “Health Tools & Resources”) as a way to enable our Motivv Partners to better understand your health needs while engaging you with your health and healthcare in a more fun and accessible way. These terms apply to your use of the Health Tools & Resources. Any rewards and incentives, if offered through the Health Tools & Resources are also subject to our Reward Terms and Conditions, which are incorporated by reference into these Terms of Service.

You may have the opportunity to participate in various health and wellness-related activities, and, if offered, to earn any incentives, rewards and/or Virtual Currency (as defined below) for completing certain health and wellness-related activities. If you think you might be unable to complete a health and wellness-related activity on the Services, you might qualify for an opportunity to earn the same incentives, rewards or Virtual Currency offered by the health and wellness-related activities by different means. If so, please email support@motivvhealthstudios.com for instructions. Recommendations from your personal physician may be accommodated if necessary.

As discussed in more detail above, please talk with your doctor before engaging in any physical activity, health-related program, or diet. Also, please use caution when engaging in any activities related to your use of the Services, such as walking, running, or biking. We want you to be safe as you work to achieve your goals, and that means watching out for dangerous situations that could arise, such as vehicular traffic, other runners, other bikers, obstacles, etc. You are using the tools and features of our Health Tools & Resources at your own risk, and while we strive to provide accurate and helpful tools and resources, Motivv cannot be held liable for any injury you may sustain by engaging in any activity in connection with the Services.

Our Health Tools & Resources may include third party links, forums, references or other information regarding finances or money management. Motivv is not a financial institution, and these portions of our Services are provided solely for informational, educational, or entertainment purposes. We do not dispense financial or wealth management advice, and any information made available on or through the Services by Motivv should not be used as a substitute for professional financial advice. No fiduciary relationship is formed by your use of the Services. We do not recommend or endorse any financial advice or third party, even if we post links to such advice. If you rely on any of the information provided by or through the Services, you do so solely at your own risk.

We may use a number of different sources (such as information provided by you or that we obtain from Motivv Partners and/or other data sources available to us) to display information that we believe may be relevant to you or your search query. While we make every effort to provide accurate and relevant information, we cannot guarantee that all the information you see will be accurate, complete, or up-to-date at all times. No information provided through the Services guarantees plan eligibility, coverage, or payment, or determines or guarantees the benefits, limitations or exclusions of your coverage under your health plan. You should refer to your coverage documents and contact your health plan for details concerning your coverage, and you should contact your provider to confirm whether they are in-network. State variations in your health plan may impact the estimates available through the Services.

We may make available the ability for you to schedule an appointment with your selected health care provider through the Health Tools & Resources. Scheduling services are provided as a convenience and may not be available or accurate. Please confirm any appointment scheduled through the Health Tools & Resources with your health care provider. Motivv cannot be held responsible for any loss or liability that may arise, directly or indirectly, from any scheduling failure, including without limitation any missed appointment fees, other fees and/or costs assessed by your healthcare provider related to scheduling, and/or any loss that arises from your inability to see your healthcare provider.

You will be responsible for the cost of procedures or services, some of which may be covered in whole or in part or not at all by your Motivv Sponsor. Motivv does not have control over the cost of procedures or services that may be covered in whole or in part or not at all by your Motivv Sponsor. Motivv is not responsible for those costs. You should check with your provider and Motivv Sponsor to determine whether procedures, services, or medication(s) are covered in whole or in part or not at all.

Always seek the advice of a financial advisor when making decisions that may have tax implications.

Your use of the Services does not modify the benefits provided by your Motivv Sponsor in any way. Your coverage documents will control in the event of their inconsistency with the Services.

We update our directory periodically, and your search results might include health care providers who recently terminated their participation in your plan’s networks. Some providers may have multiple offices, and may be in-network at one location but not others. Similarly, not all providers at listed facilities (hospitals, surgical centers, etc.) are in-network providers. PLEASE CHECK WITH YOUR PROVIDER AND/OR MOTIVV SPONSOR BEFORE SCHEDULING AN APPOINTMENT OR RECEIVING SERVICES TO CONFIRM WHETHER THEY ARE IN-NETWORK.

You should not assume that a provider identified as having performed a certain procedure or treated a certain condition is necessarily an expert in that procedure or treatment. In addition to the other considerations referenced in these Terms of Service, you should talk with your chosen provider to understand their qualifications and specialties.

Pre-authorizations or referrals may be required for certain health plans, health care providers and/or your Motivv Sponsor. You should refer to your coverage documents with your Motivv Sponsor and contact your Motivv Sponsor to determine whether these requirements apply to you.

While quality information may be emphasized on the Services, many other factors impact the selection of providers. These may include, for example, established provider relationships, network considerations, primary care referrals, and/or health plan design. The Services are intended to provide you with additional information that enables you to make an informed decision about your health care. You should weigh all of your options when choosing a health care provider. You may also want to interview that provider, review the provider’s training, certifications and other credentials, and ask your family and friends for their opinions.

DO NOT AVOID SEEKING OR OBTAINING HEALTH CARE BASED ON INFORMATION OBTAINED THROUGH THE SERVICES.

As discussed in more detail above, the Health Tools & Resources are not a substitute, intended to and do not provide professional medical advice, diagnosis, treatment or care. The Health Tools & Resources are provided solely as tools to assist you in your health and wellness journey and are not intended to, and should not replace, professional medical advice and/or guidance.

Subject to these terms, Motivv grants to eligible users a personal, non-transferable, non-sub-licensable, non-exclusive, revocable, limited license to use the Health Tools & Resources and content therein solely for your personal, lawful and noncommercial use. Motivv reserves all rights not expressly granted herein, and Motivv reserves the right to terminate this license at any time for any valid reason, including but not limited to violation of these terms. If you breach any of these terms governing the Health Tools & Resources, this license will terminate immediately. Upon any termination of this license you must stop using the Services, Health Tools & Resources and all content therein, and you must return or destroy all copies, including electronic copies, of content from the Health Tools & Resources in your possession or control.

Our game Applications may include virtual currencies such as, but not limited to, tickets, coins, gold bars and gems (“Virtual Currency") or items or services for use with our game Applications (“Virtual Goods"). To earn, acquire, benefit from and/or or use the Virtual Currency and/or Virtual Goods you may first have to reach a certain level, progress to a certain point, and/or engage with various Health Tools & Resources, such as, for example, participating in various health-based missions and/or activities, tracking your progress toward achieving various goals and toward accomplishing various health-based missions and/or activities, interacting with health-related content, trivia, assessments, surveys or for participation in our Services (as described above in the Health Engagement Tools & Resources section). You may have the option of using your Virtual Currency and/or Virtual Goods in a variety of ways while utilizing our Services, that may include chances to win products, services, and/or other benefits by participating in our Rewards Program if offered. The Rewards Program and any incentive, prize, promotion, and/or benefit are subject to Program Rules of our Rewards Program, which are incorporated by reference into these Terms of Service.

You agree that once earned and/or acquired, Virtual Currency and/or Virtual Goods have no monetary and/or cash value, are non-negotiable, and cannot be exchanged and/or redeemed either in whole or in part for real monetary value, real goods or real services from us or anyone else. You agree that Virtual Money, Virtual Goods and/or Subscriptions are not transferrable to anyone else and you will not transfer or attempt to transfer any Virtual Money, Virtual Goods and/or Subscriptions to anyone else. While you can earn and use Virtual Currency and/or Virtual Goods within the Services, you do not acquire or have any ownership rights or other legal interests in these Virtual Currency and/or Virtual Goods, and any balance and/or unused Virtual Currency and/or Virtual Goods does not constitute a stored value.

Virtual Currency and/or Virtual Goods accrued by a User of our Services are for the User's benefit only and may not be transferred to another person for any reason, including divorce or inheritance, except as expressly provided below. Virtual Currency may not be combined with or transferred to any other type of Virtual Currency and/or Virtual Goods offering or award. Virtual Currency and/or Virtual Goods may not be pooled or combined with any other User’s Virtual Currency and/or Virtual Goods. Virtual Currency and/or Virtual Goods may not be brokered, bartered, attached, pledged, gifted, sold or otherwise transferred for consideration. Any receipt or use of Virtual Currency in violation of these terms and/or the Rewards Terms and Conditions will void them completely.

YOU ACKNOWLEDGE AND AGREE THAT ALL EARNINGS, ACQUISITIONS, AND REDEMPTIONS OF VIRTUAL CURRENCY AND/OR VIRTUAL GOODS MADE THROUGH THE SERVICES ARE FINAL, EXCEPT AS REQUIRED BY APPLICABLE LAW.

If you do not connect your game Application on a device to your Account, you will not be able to access any game Applications Virtual Currency and/or Virtual Goods, and we will not be able to restore any Virtual Currency and/or Virtual Goods or other data associated with your game Applications to a different device if that device is lost, stolen, misplaced, or damaged, including any unauthorized access to your Account. Any liability and/or risk of loss of Virtual Currency, Virtual Goods and/or other data associated with your game Applications (including, without limitation, your progress through the game Applications, or the level or score you have reached in the game Applications) is transferred to you immediately at the time such game Application data is generated.

The data associated with Virtual Goods, whether acquired by you using Virtual Currency or otherwise earned, credited and/or or awarded to you, is stored locally on your device and so is not synced between different devices even if you have connected your game Application on a device that is linked to either your Motivv Account. Accordingly, any risk of loss of this data is transferred to you (i) in the case of Virtual Goods which you acquire from us, upon completion of the acquisition; and/or (ii) in other cases, at the time the Virtual Goods are earned, credited and/or awarded to you.

We reserve the right to control, regulate, change or remove any Virtual Currency and/or Virtual Goods without any liability to you at any time. We may revise the in-game value and/or quantity for Virtual Currency and/or Virtual Goods offered and available through the Services at any time. We may limit the total amount of Virtual Currency and/or Virtual Goods that may be earned and/or acquired at any one time, and/or limit the total amount of Virtual Currency and/or Virtual Goods that may be held in your account in the aggregate. You are only allowed to obtain Virtual Currency and/or Virtual Goods from us or our authorized partners through the Services, and not in any other way.

The specific game Application rules, scoring rules, controls and guidelines for each game Application may be found within the game Application itself. Such rules, scoring rules, controls and guidelines form part of these terms and you agree that you shall comply with them in respect of each individual game Application which you choose to access and/or play.

You agree to defend, indemnify, and hold harmless the Motivv Released Parties from all third party claims, liabilities, losses, damages, and expenses, including but not limited to, reasonable legal and attorneys’ fees, that, in each instance, arise out of, or are related to: (i) your use or misuse of the Services, (ii) Motivv Property, (iii) Your Materials, and/or (iii) your violation of these Terms of Service. Notwithstanding the foregoing paragraph, if you are a resident of New Jersey, you only agree to release, defend, indemnify, and hold the Motivv Released Parties harmless from and against any third party claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your violation of these Terms of Service.

You agree we have the right to hire counsel of our own choosing in connection with, and to assume the exclusive defense and control of, any matter subject to indemnification by you, and doing so will in no way limit your indemnification obligations hereunder. In any such litigation, you will cooperate with us in asserting any available defenses.

If you are a California resident, you waive California Civil Code Section 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS OF SERVICE, THE SERVICES, OR YOUR RELATIONSHIP WITH US MUST BE FILED WITHIN THE STATUTE OF LIMITATIONS PERIOD PROVIDED UNDER APPLICABLE LAW. Notwithstanding the foregoing, the above statute of limitations shall not apply to residents of New Jersey.

These Terms of Service and any action related thereto will be governed by the laws of the State of Ohio without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights will be the state and federal courts located in the Northern District of Ohio and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

Your affirmative act of using the Services, or creating an Account to become a Registered User, constitutes your electronic signature to these Terms of Service and your consent to enter into agreements with us electronically. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing. To view and retain a copy of this disclosure or any information regarding your agreement to these policies, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device.

You also agree that we may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications, or other records regarding the Services (collectively, “Notices”). You agree that we can send you Notices (i) to the email address that you provided to us during registration, (ii) to any email account you open with a Service, or (iii) by posting the Notice on the Services. Our delivery of any Notice is effective when sent, regardless of whether you read the Notice, when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by notifying us in writing via email to legal@motivvhealthstudios.com or as otherwise expressly provided by us in writing.

Any technology or software underlying the Services that is available in connection with the provision of the Services and the transmission of applicable data (collectively, the “Software”), if any, is subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of any applicable export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Services, including as it concerns online conduct and acceptable content.

Motivv reserves the right, at its sole discretion, to modify these Terms of Service. We may also upgrade, enhance, change, terminate, and modify the Services, including by discontinuing a Service or any aspect or feature thereof (collectively, “Modifications''). If we make any material changes to the Terms of Service, we will attempt to notify you by email (sent to the email address specified in your account) or by means of a notice on the Services prior to the change becoming effective, which you agree is sufficient to bind you to any such Modification. In any event, changes to these Terms of Service will be reflected in an updated version that will be posted on the Services, and all changes will be effective upon such posting. You agree to regularly review these Terms of Service so that you will be apprised of all changes. You can determine when these Terms of Service were last revised by referring to the “Last Updated” legend. If you disagree with the Modifications, you should cancel your Motivv account by providing written notice to us and discontinue any use of the Services immediately. By continuing to use the Services after any notice or posting of the Modifications, you are agreeing to be bound by the Modifications

We may assign these Terms of Service at any time without notice to you. You may not assign these Terms of Service to anyone else. Any attempted assignment or delegation by you is null and void.

Motivv reserves the right, at its sole discretion, to cancel, suspend, or block your use of the Services (or an affiliate of the Services) and/or registration at any time, without cause and/or without notice. You may cancel your Account at any time, but you will not receive a refund of any fees paid to Motivv. Your right to use the Services will end once your Account is canceled or your access to the Services is terminated for any reason, and any data you have stored within our Services may be unavailable to you after that.

You should transfer any health care-related information, medical records or other information stored on or through the Services prior to terminating your Account. We are not responsible or liable for any records or information that are made unavailable to you as a result of a termination of your Account or your use of our Services, by you or us, except where we are required by law to make those records available to you. All limitations on liability, disclaimers of warranties, proprietary rights in and to Your Materials, Motivv Property, content and the Services, as well as all representations, warranties, and obligations to indemnify us, will survive the expiration or termination of your account or these Terms of Service for any reason, except where such survival is prohibited by applicable law.

You agree that the termination of any agreement we have with any Motivv Partners (e.g., if you are using some of our services through a relationship we have with your health plan, and that agreement between us and your health plan is terminated) will not affect any of our rights under these Terms of Service (except as provided otherwise by law).

These Terms of Service, and any supplemental terms, policies, rules, and guidelines posted on the Services, constitute the entire agreement between you and Motivv and supersede all previous written or oral agreements regarding the Services. Except as set forth in the Arbitration Agreement and Class Action Waiver section, if any part of these Terms of Service is held invalid or unenforceable as a matter of law, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. You acknowledge that we have the right hereunder to seek, at your expense, an injunction to stop or prevent a breach of your obligations hereunder. The paragraph headings in these Terms of Service, shown in boldface type, are included only to help make these Terms of Service easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default.