Service & License Agreement

This Service and License Agreement (“Agreement”) governs the relationship between Motivation Holdings, LLC d/b/a Motista, a Wyoming limited liability company (“Motista”) and You, where “You” or “Your” is the Purchaser (as defined below). Each of Motista and You may be referred to herein as a “Party” and collectively as the “Parties”.

By clicking Purchase, Buy, I Agree, I Consent, I Acknowledge, I Accept, or otherwise providing your consent, authorization, approval, agreement or the like, You agree to be bound by all of the terms and conditions of this Agreement, as it may be amended from time to time, and You acknowledge You have had the opportunity to review this Agreement, discuss it with Your attorney, and address any questions about this Agreement with Motista.

For good and valuable consideration, the sufficiency of which is hereby acknowledged by the Parties, the Parties hereby agree as follows:

Definitions: In this Agreement, the following terms shall have the following meanings:

“Authorized User” means Your employees, representatives, consultants, contractors or agents to whom You authorize to access and use the Report solely for Your internal business purposes.
“Fees” means amounts owed and paid by You to Motista (or its third party subcontractor, agent or other designee) as consideration for a license to and access to the Report, based on Motista’s rate for such fees from time to time as set forth on Motista’s website or otherwise communicated to You by Motista.
“Intellectual Property Rights” means all patent, copyright, trade secret, trademark, business domain names, designs, and other proprietary and intellectual property rights recognized in any jurisdiction worldwide, including moral rights.
“Payment Information” means and includes credit card information provided by You to Motista or its third party agent, subcontractor or other designee, including credit card number, expiration date and security code; cardholder’s full name, billing address and telephone number; and any other payment information You provide to Motista or its third party agent, subcontractor or other designee.
“Person” means any individual or corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or other entity, including any government or political subdivision or any agency or instrumentality thereof and the heirs, executors, administrators, representatives, successors, and permitted assigns of such “Person”.
“Personal Information” means and includes Your full name, postal address, telephone number and email address.
“Purchaser” means the Person You identify as licensing and remitting payment for the Report through Motista’s website or otherwise.
“Report” means one or more reports, presentations, documents or like compilations of information, data or insights that You license and access from Motista following your remittance(s) of applicable payment(s) to Motista.

Legal Authority: You represent and warrant that You (a) have the legal authority to enter into and be bound by this Agreement (as may be amended); (b) will not violate any other agreement to which You are bound by entering into this Agreement; and (c) Your use of the Report is, and will at all times be, in compliance with all applicable laws and regulations.
License: Motista hereby grants to You a non-exclusive, non-transferable, non-sublicenseable, limited license to access and use the Report for Your internal business purposes only, provided You fully comply with Your obligations under this Agreement. You may use the Report to create derivative works in the form of reports, presentations, memoranda or similar communications for Your internal business purposes only; provided any such derivatives are only shared with Authorized Users and disclose Motista as the source of information in such derivatives. You are responsible for all activities and conduct of yourself as Purchaser and Your Authorized Users. You will ensure that each Authorized User complies with this Agreement. You agree that any act or omission of Your Authorized Users in connection with the use of, or access to the Report, which act or omission would constitute a breach of this Agreement if undertaken by You, shall be deemed a breach by You hereunder. All rights not expressly granted to You are reserved by Motista (and its third-party licensors, if applicable).
Restrictions: You agree that You will not, will not attempt to, or permit others, including but not limited to, Authorized Users, to: (a) re-engineer, reverse engineer, decompile, or disassemble the Report or any related components, methods or processes used by Motista (or its third-party licensors) to create or modify the Report; (b) enable, directly or indirectly, unauthorized Persons to access or use the Report or any contents thereof; (c) sublicense, sell, resell, transfer or make the Report or any information provided pursuant to the Report available under any consulting, subscription, time sharing, outsourcing, service bureau, loan, rental, lease or any other arrangement or otherwise use the Report for the benefit of any third party (except if You are a subcontractor for a third-party Person and have licensed the Report for the sole purpose of serving such Person); (d) interfere in any manner with the operation of Motista’s website or business; (e) disclose or share the Report or any permitted derivative work to or with any Person other than an Authorized User who has a need for the Report or derivative work for Your internal business purposes; (f) create any derivative of the Report, other than as expressly permitted in this Agreement; or (g) otherwise use the Report in any manner that exceeds the scope of use permitted under this Agreement.
Report Terms and Conditions: You agree to be bound by any terms and conditions printed on or within the Report, and if You do not so agree, Your sole remedy is to cease use of the Report. In the event of any conflict between any such terms and conditions on or within a Report and this Agreement, this Agreement shall control.
Delivery: Once you have remitted payment for the Report and consented to this Agreement, Motista may deliver the Report to You by website download, email, U.S. mail or overnight courier; provided, Motista shall deliver the Report to You within 10 business days following your remittance of payment and consent to this Agreement.
No Use Of Your Data: The Report has been developed exclusively by Motista through Motista’s unique research and development activities and proprietary methodology. You acknowledge that certain information relating to Your brand, customers, and/or prospective customers contained in the Report may have been and/or may be developed independently by Motista without the collection of any data or information from You.
Ownership Of Intellectual Property: You acknowledge that Motista and its third party licensors (where applicable) own and retain all right, title and interest, including, without limitation, all Intellectual Property Rights, in and to (a) the Report; and (b) Motista’s systems and all software, materials, formats, methods, processes, interfaces, information, data, analytics, formulae, know-how, content and Motista proprietary information and technology used by Motista to develop and provide access to the Report (collectively, the “Motista Technology”). No license or other rights in the Motista Technology are granted to You, and all such rights are hereby expressly reserved by Motista in its sole discretion. Motista may freely license or otherwise provide access to the Report or Motista Technology.
Feedback: You may submit to Motista input, ideas, suggestions or other feedback regarding the Report or Motista’s business (“Feedback”). Feedback is nonconfidential and shall be owned by and become the sole property of Motista.
Payments:

Payment Obligations: You agree to pay the required applicable Fees prior to accessing the Report. Motista may refuse to provide any Report to You if the required Fees have not been paid in full prior thereto. You understand that all Fees paid under this Agreement are completely non-refundable under all scenarios and conditions, and that all Fees paid under this Agreement are fully earned by Motista upon payment.
Special Rates: Motista may, in its sole discretion, extend special discounts, rates, coupons or promotional offers from time to time (collectively, “Special Rates”). Motista has no obligation to communicate such Special Rates to You, extend or provide any Special Rates to You, or adjust any Fees You have previously paid or committed to pay to reflect such Special Rates.
Payment Authorization: You shall provide accurate Payment Information to Motista or its third party agent, subcontractor or other designee. You hereby authorize Motista or its third party agent, subcontractor or other designee to charge Your credit card (or other payment source, if applicable) to collect Fees and to retain Your Personal Information and Payment Information. You represent and warrant that You are authorized to provide the Payment Information and to authorize Motista and its third party agent, subcontractor or other designee to use such Payment Information for the collection of Fees.
Payment Waiver: You hereby waive presentment, protest, demand, notice of dishonor or default, notice of non-payment, notice of any billings of Your payment obligations, and all notices of any other kind in connection with Your payment obligations under this Agreement. You understand that if You fail to pay Fees when due, You are responsible for all costs of collection incurred by Motista, including attorneys’ fees.
Taxes: Motista may add sales taxes, levies or duties to the Fees owed by You, as required by law in the jurisdiction(s) where Motista sells access to the Report or as otherwise required. Otherwise, each Party shall be responsible for the filing of all tax returns and payment of all taxes, duties and levies concerning such Party’s use and license of the Report and otherwise concerning such Party’s business in any way.

Term and Termination: Provided You comply with the terms of this Agreement, You shall be permitted to access and use the Report licensed hereunder on an ongoing basis. Motista may terminate this Agreement if You breach this Agreement by providing written notice to You. Upon any such termination, You shall immediately cease use of the Report. Any termination of this Agreement shall not limit any of the Parties’ rights and obligations under this Agreement, and in particular, without limited the generality of the forgoing, the following provisions shall survive termination: 2, 3, 4, 5, 7, 8, 9, 11, 12, 14, 16, 17, 18, 19, 20, 21, 24, 25 and 30.
Disclaimers and Limits of Liability:

GENERAL DISCLAIMER: THE REPORT AND ALL INFORMATION, CONTENT, DATA, INSIGHTS, FINDINGS, MATERIALS, WEBSITES, APPS, PRODUCTS AND SERVICES RELATED TO THE FOREGOING ARE PROVIDED BY MOTISTA "AS IS" AND “WITH ALL FAULTS.” TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MOTISTA AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, SYSTEM INTEGRATION, ACCURACY OF DATA, OR LACK OF COMPUTER VIRUSES OR MALWARE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. MOTISTA AND ITS AFFILIATES DO NOT WARRANT THAT THE REPORT WILL MEET YOUR REQUIREMENTS, THAT YOU WILL BE SATISFIED WITH THE REPORT, OR THAT YOUR USE OF THE REPORT WILL BE ERROR FREE, OR THAT ANY ERRORS WILL BE CORRECTED. YOU DOWNLOAD AND USE THE REPORT AT YOUR OWN RISK. THE SUBMISSION OF ANY PAYMENT INFORMATION, PERSONAL INFORMATION OR OTHER DATA OR INFORMATION TO MOTISTA OR ITS THIRD PARTY AGENT, SUBCONTRACTOR OR OTHER DESIGNEE IS DONE AT YOUR OWN RISK AND DISCRETION. MOTISTA DOES NOT GUARANTEE THE SECURITY OR SAFETY OF ANY SUCH INFORMATION. MOTISTA IS NOT THE PROVIDER OF, AND MAKES NO WARRANTIES WITH RESPECT TO, ANY THIRD-PARTY OFFERINGS.
NO ADVICE: YOU ACKNOWLEDGE THAT BY PROVIDING ACCESS TO THE REPORT, MOTISTA IS NOT PROVIDING ANY RECOMMENDATIONS, CONSULTING SERVICES, ADVICE, OR CONSIDERATION OF ACTIONS TO BE TAKEN BY YOU OR ANY OTHER PERSON. YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION, ACCESS AND USE OF THE REPORT. YOU, AND NOT MOTISTA, WILL BE SOLELY RESPONSIBLE FOR DETERMINING FOR WHAT PURPOSE YOU MAY MAKE USE OF THE INFORMATION PROVIDED BY MOTISTA PURSUANT TO THE REPORT OR OTHERWISE. YOU WILL BE SOLELY RESPONSIBLE FOR CONDUCTING ANY ANALYSIS AND DRAWING CONCLUSIONS WITHOUT RELIANCE UPON ANY ADVICE, DIRECTION, CONSULTATION OR SUGGESTION OF MOTISTA.
LIMITED LIABILITY: EXCEPT FOR ANY INDEMNIFICATION CLAIM OR A BREACH BY YOU OF SECTIONS 3, 4, 9(A), 9(D), IN NO EVENT WILL (A) EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (UNDER ANY LEGAL THEORY, INCLUDING CLAIMS IN CONTRACT OR TORT), INCLUDING, BUT NOT LIMITED TO, INTERRUPTED COMMUNICATIONS, LOST DATA, LOST SALES OR LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN; AND (B) EITHER PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY FOR ANY AND ALL CLAIMS ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT (UNDER ANY LEGAL THEORY, INCLUDING CLAIMS IN CONTRACT OR TORT) SHALL NOT EXCEED $1,000 IN THE AGGREGATE ACROSS ALL CLAIMS.

Indemnification: You shall indemnify, defend and hold Motista, its subsidiaries, affiliates, officers, directors, members, partners, vendors, employees and agents, harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) based upon any claim by a third party arising out of or in connection with Your and/or each Authorized User’s use of the Report.
Electronic Consent: An electronic consent to this Agreement, including but not limited to, Your selecting or clicking I agree, I consent, I acknowledge, or I accept, shall constitute Your complete acceptance of this Agreement (as may be amended) and be comparable to Your signature to this Agreement (as may be amended).
Electronic Communications:

Consent: You hereby expressly consent to receiving informational, operational or other transactional communications, including any confirmation, update, disclosure, notice, agreement, statement, term, condition, or any other information (collectively, “Transactional Communication”) from Motista and any third party agent, subcontractor or other designee of Motista, to any email address or phone number, including any cellular telephone number, provided by You. You further expressly consent to receiving promotional, advertising or other marketing communications, including communications regarding Motista and third-party products and services (collectively, “Marketing Communications”) from Motista and any third party agent, subcontractor or other designee of Motista, to any email address or phone number, including any cellular telephone number, provided by You.
Opt-Out: With respect to Marketing Communications, You may opt-out of such communications by following the opt-out instructions contained within the applicable communication from Motista or any third party agent, subcontractor or other designee of Motista. You may also opt-out at any time by emailing Motista at info@motista.com. You understand that You may receive additional emails, calls and/or texts before Motista can process Your opt-out.

Modifications: Motista reserves the right to modify the Report or any other Motista products or services at any time with or without notice to You. Motista has no obligation under this Agreement to provide You with any updated or revised version of the Report. In addition, Motista may modify this Agreement at any time, provided Motista provides notice to You of the modified Agreement. If you do not agree with the modified Agreement, Your sole remedy is to cease using the Report. Your continued use of the Report after any modification to the Report or this Agreement constitutes Your conclusive acceptance of such modification.
Alternative Dispute Resolution:

Arbitration: Except as expressly provided in this Agreement, Motista and You agree that any claim shall be exclusively resolved by binding arbitration, rather than in court. WITH RESPECT TO ANY AND ALL CLAIMS, EACH PARTY HEREBY CONSENTS TO BINDING ARBITRATION AND WAIVES ITS CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY.
Arbitration Procedures: Either Party may initiate an arbitration proceeding, which will be conducted by a single neutral arbitrator. Any arbitration shall be initiated before JAMS and conducted under the JAMS Streamlined Arbitration Rules and Procedures (available at www.jamsadr.com) (“Arbitration Rules”). The rules of JAMS will govern all aspects of the arbitration, except to the extent such rules are in conflict with this Agreement, in which case this Agreement shall control. The JAMS arbitrator shall be located in Collin County in Texas, with the arbitration hearing held at the arbitrator’s location. Payment of all filing, administrative, and arbitrator fees will be governed by the Arbitration Rules.
Arbitrator’s Authority and Award: The arbitrator will decide the rights and liabilities, if any, of the Parties with respect to any Claim, and the dispute will not be consolidated with any other matters or joined with any other cases or parties (including, but not limited to, any class or class action matter). The arbitrator will have the authority to grant motions dispositive of all or part of any Claim. The arbitrator will have the authority to award monetary damages, and to grant any non-monetary remedy or relief available under applicable law, the Arbitration Rules, and this Agreement. The arbitrator will issue a written award and reasoned statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief that a judge in an applicable court of law would have. Any award will be subject to judicial confirmation or entry in any court having jurisdiction pursuant to this Agreement. The arbitration provisions in this Agreement shall be governed by the Federal Arbitration Act and federal arbitration law.
Confidentiality: All aspects of the arbitration proceeding, including but not limited to, the existing of the proceeding and award of the arbitrator and compliance therewith, will be strictly confidential among the Parties. The Parties agree to maintain confidentiality of the arbitration proceedings unless otherwise required by law. This paragraph will not prevent a Party from submitting to a court of law any information necessary to enforce the arbitration provisions of this Agreement or any arbitration award.
Exceptions to Arbitration: Either Party may seek injunctive relief, other equitable relief or relief not available in arbitration in a court of competent jurisdiction outside of arbitration; provided a request for such temporary measures will not be deemed a waiver of any other rights or obligations under this Agreement.

Governing Law and Venue: This Agreement, and Your use of the Report, shall be governed by and construed and enforced in accordance with the laws of the State of Texas without regard to conflict of law principles. For any claim that is not subject to arbitration, the Parties hereby submit to the personal and exclusive jurisdiction of the state and federal courts of the State of Texas and the United States, respectively, located within Collin County, Texas. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement. Motista develops and provides access and license to the Report from its location in the United States and is subject to U.S. export laws and regulations. Motista makes no representation that the Report is appropriate or available for use at locations outside the U.S.
Waivers: Failure on the part of any Party to this Agreement to complain of any act or failure to act of any Party to this Agreement or to declare such Party in default, irrespective of how long such failure continues, shall not constitute a waiver by the non-defaulting Party of its rights hereunder. Each and every waiver of any covenant, representation, warranty or other provision of this Agreement must be in writing and signed by each Party whose interests are adversely affected by such waiver. No waiver granted in any one instance shall be construed as a continuing waiver applicable in any other instance; and without limiting the generality of the foregoing, the waiver by either Party of a breach of any provision of this Agreement will not be interpreted as a waiver of any other or subsequent breach.
Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Parties agree that any invalid provision shall be deemed to be restated so as to be enforceable to the maximum extent permissible under applicable law consistent with the original intent and economic terms of the invalid provision.
Assignments: Neither Party may assign any rights or obligations arising under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party; except that either Party may assign this Agreement without consent of the other Party to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. This Agreement shall inure to the benefit of and shall be binding on the permitted successors and assignees of the Parties. Except as expressly set forth herein, this Agreement is not intended to benefit any third party.
Notices: Any notice required or permitted to be given by any provision of this Agreement shall be in writing and shall be delivered personally to the Party to whom the same is directed, or sent by electronic mail; regular, registered, or certified mail; or by overnight courier. Any notice shall be deemed to be delivered, given and received for all purposes as of the date so delivered, except if sent by registered or certified mail, postage and charges prepaid, as of the third business day following the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail. Motista may send any notice to You using the Personal Information You provide to Motista. You may send Motista any notice by email to info@motista.com or by mail or overnight delivery to 4324 Mapleshade Lane, Suite 150, Plano, TX 75093.
Relationship: The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement.
Force Majeure. Neither Party will have any liability or be in breach of this Agreement for any cessation, interruption, or delay in the performance of its obligations hereunder (other than payment obligations) due to causes beyond its reasonable control including: earthquake, pandemic, flood, fire, storm, or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion, terrorism, disruption of the public markets, war, or armed conflict.
Postings: You agree not to post or communicate any information about Motista or any of its affiliates, employees, officers, members, partners, investors, directors or contractors, whether publicly or to any individual third party, which is deceptive, misleading, defamatory, inaccurate or untruthful.
Publicity: Motista may disclose You publicly as a user of Motista’s services, including showing your name and logo on Motista’s website and in other marketing materials, content, platforms and sites used by Motista. Motista will abide by any reasonable written guidelines regarding Your name and logo that You provide to Motista.
Website Terms of Use: The Motista website terms of use are available on the Motista website. By entering into this Agreement, you reaffirm your agreement with the Motista website terms of use (as may be amended from time to time), which shall continue to be in full force and effect. In the event of any conflict between this Agreement and the Motista website terms of use, this Agreement shall control.
Privacy Policy: The Motista Privacy Policy is available on the Motista website. By entering into this Agreement, You agree to the Motista Privacy Policy, as may be amended from time to time, and the Privacy Policy is incorporated into this Agreement by reference.
Purchase Order: Any terms and conditions You may include in any purchase order or like document issued to Motista shall be of no force or effect, unless expressly incorporated into this Agreement.
Miscellaneous: The rule of construction that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. The section headings contained in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement.
Entire Agreement: This Agreement sets forth the entire Agreement of the Parties with regard to the subject matter herein, and supersedes, replaces, and controls with respect to any and all prior oral or written agreements or understandings between the Parties as to the subject matter of this Agreement. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.

Updated April 17, 2025