Policies & Agreements

1. Introduction

By executing an order form or other agreement that references these Terms, by purchasing the Services, by clicking to accept these Terms, or by otherwise accessing or using the Services—whether directly from Motive or through an authorized reseller—you agree to be bound by these Terms, along with any applicable additional terms incorporated by reference (“Additional Terms”). If you are using the Services on behalf of an organization (e.g., your employer), you represent and warrant that (a) you have the authority to bind that organization to these Terms, and (b) you are at least 18 years of age. If you are using the Services as an End User, you also represent and warrant that you have the legal capacity to accept these Terms and are at least 18 years old. You acknowledge and agree that Motive, the Customer, and any Administrator may access, disclose, restrict, or remove information within an End User account and may also monitor, limit, or terminate access to that account. The Services are intended solely for business-to-business use. If you are an End User accessing the Services through a Motive Customer, the Customer’s privacy policy and other legal agreements govern the use and sharing of your personal information within the Motive Services. Please consult

2. General Service Terms

2.1 Provision of Services

(a) Customer’s End Users and Administrators may access and use the Services solely in accordance with these Terms, the Documentation, and all applicable laws. Customer may only use Motive Services and Hardware in accordance with these Terms.

(b) Customer agrees that it has not relied on the availability of any future functionality of the Services or any other future product or service in executing these Terms or any Order Form. Customer acknowledges that information provided by Motive regarding future functionality should not be relied upon to make a purchase decision.

(c) Motive agrees to provide the Services to Customer in accordance with these Terms, applicable Order Forms, and applicable Documentation. 

2.2 Customer Support

(a) If you need assistance with the Services, please contact Motive by emailing Motive at support@gomotive.com or by calling Motive at +44 8000 556684

3. Communications

(a) With the provided phone numbers, emails and other contact information, Customer acknowledges that Motive, its affiliates, or its partners may contact Customer for the following purposes:

1. Account notifications and troubleshooting;
2. Dispute resolution and debt collection; or
3. As necessary to service Customer’s account or enforce these Terms, policies, applicable law, or any other applicable agreement between the Parties.

(b) Motive may also contact Customer for marketing purposes for which standard telephone minute and/or text charges may apply in accordance with Customer’s applicable mobile data/telephone plan. If Customer wishes to unsubscribe from such marketing communications, Customer may unsubscribe by clicking the following https://go.gomotive.com/UnsubscribePage.html and https://app.salesloft.com/unsubscribe.

3. Customer Use of the Services

3.1 Customer Responsibilities 

(a) Customer is responsible for any use of the Services through its account, including all use of the Services by Customer’s End Users and Administrators. Customer’s responsibility extends to End Users and Administrators, including the use, damage, or misuse of the Hardware, as further set forth in these Terms. Customer is responsible for (a) obtaining consents, approvals, and/or authorisations from any employee and/or third party that are necessary for Motive to collect the Customer Data and (b) complying with any laws necessary to allow the operation of the Services, collection of Customer Data, and permission for Motive to process, store, and transfer Customer Data. In addition, Customer is solely responsible for all of its own software, network and internet connection costs related to its use of the Services (including internet connections needed for any firmware or other software updates released by Motive), including but not limited to mobile phone or mobile network data usage fees and applicable roaming charges which are provided by the Customer’s or End User’s mobile network provider under the Customer’s or End User’s separate contracts with them. Motive is not responsible for these third party data services or any related costs. 

(b) Customer is responsible for maintaining the required version of Android and iOS operating systems to operate the Motive Services, including any upgrades to tablets and/or mobile devices as necessary to run such versions. Motive does not suggest, control, or monitor the choices Customer makes as to use of the data or changes in Customer’s business operations based on the data. Customer is solely responsible for any use made of the Services and for any data received or created by Customer through the Services. In particular, although the Services are intended to provide Customer with information that can help monitor and improve the efficiency, safety, and compliance record of Customer’s operations, Customer is solely responsible for those and all other aspects of its operations. Customer acknowledges that the Services do not constitute advice as to managing Customer’s operations. Customer acknowledges that the Motive Services alone will not improve efficiency, safety, or compliance.

3.2 Compliance with Laws and Regulations

(a) Motive and Customer each assume responsibility for their compliance with all applicable laws and regulations, including but not limited to any audio or video recording laws (when using Motive audio and/or video recording products). While Motive agrees to create accurate reports based on the information that it receives from Customer and End Users, it is Customer’s sole responsibility to maintain and comply with any applicable compliance standards in the jurisdiction where the Customer uses the Services.

3.3 End User Accounts

(a) Customer may provision accounts for End Users to access Customer’s Services account. Customer is responsible for maintaining the confidentiality of account credentials used by End Users to access the Services and preventing unauthorised use of the Services. Customer may not permit sharing of End User accounts or passwords. Customer agrees to (i) prevent any unauthorised access, to sharing of, or use by End Users of the Motive Services, (ii) terminate any unauthorised use of or access to the Services and (iii) provide Motive with prompt notice of such unauthorised access or use.

(b) Customer must keep account credentials confidential and not allow any third parties to use their accounts to access the Services.

3.4 Account Administration

(a) Customer is responsible for designating Administrators for its Services accounts, maintaining updated Administrator contact information, and managing access by Administrators to Customer Accounts. Administrators may have the ability (a) to access, disclose, restrict, or remove Customer Data in or from Customer’s Services accounts and (b) to monitor, restrict, or terminate access to Customer’s accounts. Motive’s responsibilities do not extend to a Customer’s internal management or administration of the Services.

3.5 Acceptable Uses

(a) Although Motive is not obligated to monitor or screen access to or use of the Services or to review Customer Data, Motive has the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. 

(b) Motive reserves the right, but is not obligated, to remove or disable access to any Customer Data, at any time with written notice, if practical, including if Motive reasonably believes Customer Data to be in violation of these Terms or in order to comply with Motive’s legal obligations.

(c) Customer agrees not to (and not to permit or encourage a third party to) misuse or attempt to misuse the Motive Services, including by: 

1. interfering with, testing the vulnerability of, tampering with, or disrupting any part of the Services;
2. submitting or distributing viruses, worms, Trojan horses, corrupted files or other destructive content;
3. using any robot, spider, scraper, or other automated means to access the Services;
4. intercepting or examining the content of messages, files or communications in transit on a data network;
5. accessing illegally or without authorisation computers, accounts, equipment or networks belonging to another party, or attempting to penetrate/circumvent security measures of another system;
6. accessing the Services illegally or without authorisation 
7. attempting to penetrate/circumvent security measures of a Motive system, including any activity that may be used as a precursor to an attempted system penetration;
8. purposefully or negligently submitting or transmitting misleading, inaccurate, or fraudulent data or information;
9. using Motive’s name, trademark, logo or design features (including in meta tags or other hidden text), without Motive’s express consent;
10. submitting or transmitting any content, or otherwise engaging in any activity that infringes, misappropriates, or violates a third party’s intellectual property rights, or rights of publicity or privacy on the Motive system;
11. using the Services for high bandwidth operations, such as large file transfers and media sharing with peer-to-peer programmes (i.e. torrents);
12. submitting or transmitting any content that promotes or condones imminent violence, hatred or bigotry against any person or group of people based on protected characteristics under applicable law, including, where applicable, race, ethnic origin, religion, disability, gender, age, nationality, veteran status, sexual orientation, or gender identity;
13. using, displaying, mirroring, or framing the Services, without Motive’s express consent;
14. Display or transmit images of pornographic, obscene, or illegal acts
15. altering or modifying the Hardware;
16. using, installing, or de-installing the Hardware in a way that does not substantially conform with instruction manuals, user guides, and other information and Documentation;
17. tampering with, abusing, improperly maintaining, or intentionally or negligently damaging the Hardware, including by connecting Hardware to an improper voltage supply;
18. using Hardware other than for its purpose or outside of the ordinary course of business;
19. using Hardware with accessories or third-party devices, without Motive’s express consent;
20. violating any applicable laws or regulations in any way; or 
21. facilitating a violation of these Terms.

3.6 Restrictions

(a) Customer will not (and will not allow any End Users or third parties to): (i) reverse engineer, decompile, disassemble, decipher or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; (ii) modify or create derivative works based on the Services; (iii) sell, resell, transfer, license, copy, rent, lease, distribute, or time-share the Services for the benefit of a third party; (iv) remove or alter proprietary notices from the Services; (v) use the Services to create any competitive or other product or service; (vi) use the Services for the purpose of benchmark testing, vulnerability testing, penetration testing, or to research the features and functions of the Service; (vii) share its Customer API Key with any third party; (vii) use, sell, copy, modify, create derivative works based on, publicly perform, publicly display, or distribute the Motive Output outside of the Services, except for regulatory compliance purposes or otherwise with Motive’s express consent, or (ix) allow any person under the age of 17 to become an End User.

3.7 Suspension

(a) Motive, in its reasonable discretion, may suspend Customer’s right to use the Services if: (i) Customer’s use of the Services poses a security risk to the Services or may adversely affect the Services, Motive’s systems and/or infrastructure, or Motive’s reputation; (ii) Customer’s use of the Services could subject Motive to liability; (iii) Customer violates any applicable law or regulation, these Terms or any Additional Terms; (iv) late and/or non-payments in breach of Section 7.1 and 7.2, or (v) any default in accordance with Section 7.6 (Billing Disputes). Motive will use commercially reasonable efforts to provide prompt prior notice and explanation of a suspension and will promptly restore Services when the circumstances giving rise to the suspension are resolved.

3.8 Non-Motive Products

(a) Customer may authorise, through the Motive App Marketplace or other approved methods, Motive to allow Non-Motive Products to access or use Customer Data, reports, or other information. 

(b) If Customer uses any Non-Motive Products, Customer is solely responsible for complying with licences for such Non-Motive Products and paying fees for Non-Motive Products. Customer bears all risks associated with using and/or relying on Non-Motive Products.

(c) Customer acknowledges and agrees that: (i) Customer must use its own discretion when accessing or deploying Non-Motive Products; (ii) Customer should read the terms and conditions and policies associated with any Non-Motive Products, as they will govern Customer’s use of the Non-Motive Products; and (iii) Motive does not own or control any Non-Motive Products. Customer acknowledges that if it has a relationship with a Non-Motive Product, Motive may rely upon such representations from Customer and/or the Non-Motive Product company concerning its authority to access Customer Data. 

(d) Motive does not in any way warrant the accuracy, reliability, security, completeness, usefulness, non-infringement, or quality of any Non-Motive Products (including without limitation the content contained therein), even if the Non-Motive Products comply with these Terms and the API Terms.  

(e) Motive does not endorse or warrant Non-Motive Product and will not be liable for any act or omission of such Non-Motive Product or any negative effect which any Non-Motive Product may have on the Services, including the Non-Motive Product’s access to or use of Customer Data, other information, or reports. If Customer has any questions about Non-Motive Products or the terms that govern the use of a Non-Motive Product, Customer should contact the applicable provider of the Non-Motive Product directly.

(f) If Customer has elected to use a Non-Motive Product which allows passthrough payment for Motive Services, in addition to the provisions above in this section, Customer acknowledges that the Non-Motive Product will have access to Customer Data, including payment information.  If so elected, Customer may make payments for Motive Services through the Non-Motive Product platform interface.  Motive is not responsible for any payment or Service failures caused by the Non-Motive Product platform interface and/or programmes. 

3.9 API Key

(a) Customer may request an API Key for either internal use or third party use from Motive by emailing apisupport@gomotive.com. Unless authorised by Motive, the API Key is solely for such Customer’s internal use.  Customer is solely responsible for use of its API Key by Customer, End User(s), Administrator(s), or authorised third party. Customer may not share any API Key with an unauthorised third party. Motive may suspend the API Key in the event that it becomes aware that such API Key has been shared by Customer to any unauthorised third party.

(b) In the event that Customer or any authorised third party allows an unauthorised third party to access any Customer Data or other data via an API Key, Motive will not be responsible or liable for any use, act, or omission by such third party of the Customer Data or other data shared by Customer or its End Users.

4. Intellectual Property Rights

4.1 Reservation of Rights

(a) Except for the limited licences granted to Customer in these Terms, Motive and its licensors own and reserve all right, title, and interest in and to the Motive Technology (including the rights to any text, graphics, images, music, software, audio, video, documents, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available by Motive through the Services).

4.2 Motive Licence

(a) Motive grants to Customer a limited, non-exclusive, non-sublicencable, non-transferable licence for Customer and its End Users to access and use the Software (including, as required, to use the Hardware) for business purposes during the Services Term.

4.3 Customer Licence

(a) As between Motive and Customer, Customer shall own and reserve all right, title, and interest in and to the Customer Data. Customer grants Motive, its affiliates, and its contractors (e.g., Amazon Web Services) a worldwide, irrevocable, perpetual, non-exclusive, right to: (a) use, copy, distribute, create derivative works based on, display, and perform Customer Data in order to provide, analyse, support, operate, and improve the Services and its affiliates’ services, and in order to develop new products and services, (b) share the Customer Data with third parties (such as Motive partners and vendors) bound by confidentiality requirements comparable to those in Section 13.8, and (c) as well as for any other lawful purpose authorised by Customer. Motive may submit Customer’s contact information and billing information related to the timeliness of Customer’s payments to credit rating, credit reporting, or similar agencies. Notwithstanding the foregoing, Motive does not sell any Customer Data to third parties and does not share any Customer Data in any manner that is not otherwise permitted for the business reasons provided herein. 

4.4 Motive Data

(a) Motive may use and distribute the Motive Data (a) to provide, analyse, operate, and improve the Services and develop new products and services, (b) to create and distribute reports and materials about the Services, and (c) for any other lawful purpose. Motive owns and reserves all right, title, and interest in and to the Motive Data. Where legally required, Customer will obtain consent from vehicle occupants sufficient for Motive to analyse and use the data as set forth above; provided that, if Motive discloses Motive Data to others, then any Motive Data will (to the extent required by applicable law) (i) be anonymised and/or aggregated, (ii) not identify Customer, End User or Customer’s users, and (iii) not be disclosed in a manner that would permit a third party to determine the identity of vehicle occupants. Motive owns and reserves all right, title, and interest in and to the Motive Data.

4.5 Suggestions

(a) Motive appreciates Customer feedback and suggestions.  Customer may submit feedback by emailing Motive at support@gomotive.com.  Please note, however, if Customer chooses to submit feedback or suggestions, Motive has ownership of any such feedback and suggestions.  Customer agrees that by submitting suggestions or other feedback regarding Motive Services or Motive, Motive may use such feedback for any purpose without limitation or compensation to Customer, Administrator or End User. Feedback and suggestions are not Confidential Information. 

4.6 Publicity

(a) Customer agrees that Motive may use its name and logo on Motive’s website, public announcement of the relationship, investor material, customer lists, social media,  and ESG reporting. In addition, if requested, Customer agrees to review and approve a press release or blog post to be approved by Motive within thirty (30) days and case study with on site video and testimonial within 6 months of the Contract Term Start Date of these Terms; such approval will not be unreasonably withheld. Customer may revoke this approval at any time by emailing marketing@gomotive.com and legal@gomotive.com.

5. Data Security & Disclosure

5.1 Security

(a) Motive has implemented and agrees to maintain commercially reasonable administrative, technical, and procedural safeguards to protect the integrity, and security of Customer Data as set forth in the Data Protection Addendum which is hereby incorporated by reference into this Agreement. Customer will not knowingly or purposefully circumvent any security or authentication measures herein or use the Services to hack Motive systems or other systems.

5.2 User Connections and Data Transmission

(a) The Services enable Customer and its authorised End Users and Administrators (the “Connecting Party”) to connect and message directly with Customer’s other authorised End Users and Administrators (the “Receiving Party”), allowing the Receiving Party to receive and access Customer Data and to interact with the Connecting Party in its use of the Services. When a Connecting Party connects with a Receiving Party through the Services, the Connecting Party consents to automatically and continuously transmitting its Customer Data with the Receiving Party. Further, the Receiving Party may interact with and manage the data of the Connecting Party and that Motive is not liable for any act or omission of a Receiving Party, including access to, use of, or sharing of the Connecting Party’s Customer Data.

6. Service-Specific Terms & Conditions

6.1 General Hardware Terms

(a) Shipment

1. Shipment of in-stock Hardware will be completed as proscribed in the applicable Order Form. If the Order Form is silent in regards to shipment dates, the shipment of in-stock Hardware will be shipped within two (2) weeks of execution of the applicable Order Form to the locations provided by the Customer to Motive.

(b) Installation

1. Unless otherwise agreed by the Parties in an Order Form, Customer is solely responsible for installing the Hardware in accordance with Motive’s written instructions and Documentation. If neither Motive nor a Motive contractor installs the Hardware, Customer agrees that Motive is not liable for any cost, expense, or damages arising from the installation of the Hardware. If Motive or a Motive contractor installs Customer’s Hardware, the Professional Services Terms and Conditions govern such installations.

(c) Battery Drain

1. The Hardware connects to the battery of a vehicle and consumes a small amount of power from the vehicle’s battery, which in some vehicles may adversely affect the vehicle while not in operation. Motive is not liable for any consequences of the battery drain associated with use of Motive Services.ional Services Terms and Conditions govern such installations.

(d) Compatibility

1. Customer is solely responsible for determining whether or not the Services and Hardware are compatible with any vehicles utilising the Services and Hardware. Motive will provide Customer with the applicable Hardware based upon the vehicle information that Customer provides to Motive. Customer agrees that Motive is not responsible for any cost, expense or damage arising from compatibility issues.

6.2 Additional Service-Specific Terms

(a) Additional Terms for Wi-Fi Hotspot

• If Customer’s subscription package includes Wi-Fi Hotspot service, the following terms and conditions apply:
  • Data Allotment
    A. Motive will provide Customer with 400MB of Wi-Fi data per month per applicable active subscription (a “Monthly Data Plan”) as further specified in the applicable Documentation. All Data Allotment will be pooled across all units on Customer’s account. There is no “roll-over” with respect to Monthly Data Plans, which means any unused data is not accessible in future months. 
  • Over-usage and Misuse
    A. In the event that Customer’s aggregate data usage goes over its allotted Monthly Data Plan, or Customer uses the Wi-Fi Hotspot in violation of these Terms, Motive may reduce connection speeds, restrict, or block Customer’s connections, or take other measures to curtail Customer’s over-usage or misuse. Motive reserves the right to charge Customer for any overage fees. Motive may restrict access to the types of applications available with the Wi-Fi Hotspot, including, but not limited to, any non-Motive streaming websites.
  • Wi-Fi Data Access
    A. Customer understands and agrees that Motive will have access to Customer Data and/or any data related to Wi-Fi Hotspot usage transmitted as a part of Motive’s normal course of business in providing the Services.
  • Wi-Fi Security
    A. By using the Wi-Fi Hotspot, Customer acknowledges and agrees that there are inherent security and confidentiality risks in accessing or transmitting information through Wi-Fi. Security issues may include, but are not limited to, interception of transmissions, loss of data, and the introduction of viruses and other programmes that can damage computers, other devices, or other networks. Customer agrees to ensure that any devices connecting to the Wi-Fi Hotspot have reasonable technical safeguards implemented to protect against the propagation of any malicious or unauthorised software, code, or application across the Wi-Fi Hotspot network.  Accordingly, Customer agrees that Motive will not be liable for any interception of transmissions, computer worms or viruses, loss of data, file corruption, hacking or any other damages to Customer’s or its Administrator’s and/or End Users’ computers or other devices that result from the transmission or download of information or materials through Wi-Fi.

(b) Additional Terms for Apple Apps

• These Terms apply to Customer’s use of all the Software, including the iPhone and iPad applications available via the Apple, Inc. (“Apple”) App Store (each an “Apple Store App”); however, the following additional terms in this Section 6.2(c) also apply if Customer or End Users are downloading Apple Store Apps:
  • Customer and Motive acknowledge that these Terms are between Customer and Motive only, and not with Apple, and that Apple is not responsible for Apple Store Apps, the content, maintenance, or support;
  • The Apple Store Apps are licensed to Customer on a limited, non-exclusive, non-transferable, non-sublicencable basis, solely to be used in connection with the Services, subject to these Terms as they are applicable to the Services;
  • Customer agrees to only use the Apple Store Apps in connection with an Apple device that Customer owns or controls;
  • In the event of any failure of the Apple Store Apps to conform to any applicable warranty, including those implied by law, Customer may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to Customer will be to refund to Customer the purchase price, if any, of the Apple Store App;
  • Customer acknowledges and agrees that Motive, and not Apple, is responsible for addressing any claims Customer or any third party may have in relation to the Apple Store App and Motive will be responsible for the investigation, defense, settlement, and discharge of any such claim; 
  • Both Customer and Motive acknowledge and agree that, in use of the Apple Store App, Customer will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
  • Both Customer and Motive acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of Section 6.2(c), and that upon Customer’s acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce Section 6.2(c) against Customer as the third party beneficiary hereof.

(c) Additional Terms for First Responder Feature

• If Customer elects to access the First Responder functionality in the Motive Dashboard, Customer acknowledges that Motive is not responsible for detecting every possible life-threatening collision or event and Motive will never call an Emergency Medical Service (EMS) on Customer’s or any End User’s behalf. Furthermore, Customer acknowledges that if the Administrator calls the unique 10-digit number to a local EMS provided by Motive, that Motive will automatically send that EMS the following information about the collision/event: (a) driver name, (b) vehicle make, model and year, (c) licence plate number, (d) VIN, (e) time of impact/event, and (f) latitude and longitude location of the vehicle.  Customer is responsible for notifying its End Users that the aforementioned information will be provided to the EMS provider.  Furthermore, Customer is responsible for complying with all applicable laws, including obtaining any necessary consents, approvals, and/or authorisations necessary from any End User in order to provide this service. 

(d) Additional Terms for Live Streaming Feature

• If Customer’s dashcam subscription package includes Live Streaming Service, Customer will have a monthly free allotment of live video streaming per dashcam unit (a “Monthly Live Streaming Allotment”). 
• Data Allotment.  Standard Live Streaming licence has 10 minutes of streaming per camera per month. However, Customer may purchase an upgraded Live Streaming licence to provide 10 hours of streaming per camera per month. Such Monthly Live Streaming Allotment is subject to change or modification by Motive. Any Monthly Live Streaming Allotment will be pooled across all dashcam units on Customer’s account. There is no “roll over” for unused Live Streaming. In the event that Customer’s data usage goes over its Live Streaming Allotment, or Customer uses Live Streaming in violation of these Terms, Motive may reduce connection speeds, restrict or block Customer’s connections, or take other measures to curtail Customer’s over-usage or misuse. Motive reserves the right to charge Customer for any overage fees.  
• Access Alerts.  When Live Streaming Service is enabled, the Hardware in the vehicle will deliver in-cab audio and visual alerts to notify drivers and any other persons inside the vehicle that the service is enabled.
• Consent.  Customer is solely responsible for (1) informing any individual who may be present in the vehicle while Live Streaming is enabled of the meaning of such audio and visual alerts, (2) obtaining any legally required consents, approvals, and/or authorisations from any employee and/or third party in relation to the Live Streaming feature and (3) complying with any laws necessary to allow the operation of the Live Streaming Services, collection of Customer Data, and permission for Motive to process, store, and transfer Customer Data in relation to the Live Streaming feature.

(e) Additional Terms for Workforce Management 

• If Customer elects to access the Workforce Management functionality in the Motive Dashboard, any files, images, photos, and content that Customer provides is referred to herein as Workforce Management data and is included as Customer Data which provides all of the protections thereunder. This feature provides Customer with features like reporting, searching, image thumbnails, document previews, optical character recognition (OCR), easy sorting and organisation, and personalisation.  Motive is not responsible to ensure Customer’s compliance with any applicable laws or regulations governing information in Workforce Management data, including but not limited to Customer’s obligations to ensure that it has a legal basis, including obtaining consent from End Users to upload their personal or sensitive information, in accordance with the privacy laws and regulations of the jurisdiction where Customer operates.  

7. Fees & Payment

7.1 Fees

(a) Customer will pay Motive the undisputed fees for the Services set forth in the signed Order Form on the payment schedule set forth therein.

(b) All payments are due in pounds sterling unless otherwise indicated on the Order Form or invoice. Customer is responsible for providing complete and accurate billing and contact information to Motive and updating Motive of any changes. All fees are non-refundable unless otherwise set forth in these Terms and are not subject to set-off by Customer. 

(c) The fee shall increase at a rate of 5% per annum, beginning on the first anniversary of the Contract Term Start Date or as otherwise agreed to by the Parties in an Order Form.

7.2 Invoicing & Payment

(a) Unless otherwise set forth in the Order Form, all fees will be invoiced or billed in advance. Unless disputed in accordance with Section 7.6 below, all invoices issued under these Terms are due and payable according to the payment terms in the Order Form, if applicable, or within 30 days from invoice send date if not specified therein. If Customer has provided a credit card to be saved on file in order to be charged for Motive Services, such fees will be charged to such credit card on the invoice sent date, unless otherwise specified in Customer’s Order Form. If the Customer requires the use of a purchase order or purchase order number, the Customer (a) must provide the purchase order number at the time of purchase and (b) agrees that any terms and conditions on a Customer purchase order will not apply to, supersede, or add to these Terms or any Order Form and are otherwise void.

7.3 Credit Card Payment

(a) If Customer provides Motive with credit card information for future payments, Customer acknowledges that an invoice may not be sent, and Customer authorises Motive to charge the credit card for the Services listed in the Order Form on the periodic payment schedule as set forth in the Order Form without further authorisation. Customer also agrees and acknowledges that Motive may charge Customer’s credit card for any required fees, including any applicable processing fees, Replacement Fees and/or Restoration Fees. A credit card processing fee of no more than 2.99% will be applied to all credit card transactions. This fee is charged to cover the processing costs associated with credit card payments. Please note that this fee does not apply to other payment methods such as ACH or debit cards. Motive uses a third party payment processor and Customer’s use of the payment processing service will be subject to the payment processor’s terms and conditions and privacy policy.

(b) Motive will continue to submit the periodic charges as provided in the Order Form until and unless Customer terminates this authorisation or changes the payment methods. Such notice to terminate the authorisation or change payment methods will not affect the charges submitted before Motive could reasonably act pursuant to such request. 

7.4 Taxes

(a) Customer is responsible for all taxes, duties, tariffs, levies and other governmental charges (including but not limited to sales, use, excise, value-added, and property taxes) associated with the purchase of Motive Services,excluding  those directly relating to Motive’s net income, gross receipts, or capital. Motive will invoice Customer for VAT or any other sales tax when required to do so by applicable law and Customer will pay such tax unless Customer provides Motive with a valid tax exemption certificate authorised by the appropriate taxing authority.

7.5 Late Payments

(a) Undisputed overdue amounts are subject to interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this Section 7.5 will accrue each day at 4% a year above the Bank of England’s base rate from time to time  (‘Late Fee’). The Late Fee is payable immediately upon receipt of invoice for undisputed overdue amounts. Customer will be responsible for all reasonable expenses (including professional and legal fees) incurred by Motive in collecting undisputed overdue amounts.  If Customer’s fees are overdue (including any fees owing to any Lender), Motive may suspend the Services and provide notice of termination for material breach in accordance with Section 8.2 – Termination for Cause.

7.6 Billing Disputes

(a) If Customer disputes any invoices or charges, Customer must notify Motive in writing within sixty (60) days after the date that Motive invoices or bills Customer for the disputed amount.  Such notice must be sent to Billing@gomotive.com, with a copy to Support@gomotive.com and Legal@gomotive.com.  Motive will review such requests along with any documentation provided by Customer and make a good faith determination within thirty (30) days of receipt of such dispute. 

7.7 Free Trials, Beta Features and Other Promotions

(a) Unless the Parties have entered into a separate written agreement, Motive reserves the right to terminate access to Services provided on a free or trial basis. Any free trial or other promotion that provides access to free Services must be used within the specified time of the trial as communicated by Motive during the trial period. If Motive has provided Hardware as part of a trial at no cost to Customer (the “Trial Hardware”), and Customer does not wish to purchase the associated Services at the end of the trial, Customer must return the Trial Hardware within thirty (30) days of the end of the trial period. If Customer does not return the Trial Hardware within such timeframe, Motive may bill and invoice Customer Replacement Fees for such Trial Hardware, and Customer is responsible to pay Motive for such Replacement Fees. 

(b) Despite anything to the contrary in these Terms, Customer and End User(s) acknowledge that (a) Customer and/or End User, as applicable, has the sole discretion whether to use any Beta Features, (b) Beta Features may not be supported and may be changed by Motive at any time, including in a manner that reduces functionality, (c) Beta Features may not be fully available or reliable, and (d) Motive provides Beta Features “as-is”.

8. Term and Termination

8.1 Contract and Subscriptions Term

(a) These Terms will continue in full force and effect until they are terminated as described herein. 

(b) The Subscription Term will start on the Contract Term Start Date and, unless otherwise provided in the applicable Order Form or agreed in writing signed by the Parties, will automatically renew at the end of the Contract Term End Date for successive renewal periods of twelve (12) months,  unless Customer provides at least thirty (30) days’ written notice of non-renewal prior to the date of contract expiration/termination  by contacting Motive at support@gomotive.com or +44 8000 556684 before the end of the applicable Subscription Term. Hardware or Professional Services purchased, unless otherwise provided in the Order Form, will have a nonrenewable term. Notwithstanding the foregoing, regardless of when additional purchases are made throughout the Subscription Term, all subsequent orders for Subscription Services will terminate on the same date as the then current Initial or Renewal Order Form. Customer is responsible for all fees billable through the end of the existing applicable term.

8.2 Termination for Cause

(a) Either Party may terminate these Terms and any applicable Services if (a) the other Party is in material breach of these Terms and fails to cure such material breach within thirty (30) days after receipt of written notice of such material breach, or (b) the other Party suffers an Insolvency Event. Motive may also terminate these Terms if it has the right to suspend the Services, or in order to comply with any applicable law or regulation. The parties agree that late payment or non-payment of invoices by the Customer shall constitute a material breach for the purposes of Section 8.2(a). 

(b) If termination is by Customer for cause due to Motive’s material breach hereunder, Customer will owe no further fees except those that have accrued up to the date of such termination and Customer will receive a pro rata refund of any fees paid in advance for Services not yet received as of the date of termination.

8.3 Customer Early Termination

(a) If Customer chooses to discontinue, cancel, or terminate any Services, Order Forms, or these Terms before the end of the applicable Subscription Term, Customer must provide notice at least thirty (30) days prior to the proposed termination date. In such an event of early termination, Motive will invoice Customer or charge Customer’s authorised credit card and Customer will pay the balance due for the remainder of the applicable full Subscription Term, including any agreed upon Replacement Fees and Restoration Fees.

8.4 Effect of Termination

(a) If these Terms expire or are terminated, (a) the rights granted by one Party to the other will cease immediately except as otherwise set forth in this section, (b) Motive will have no obligation to maintain Customer Data and may delete any copies of Customer Data, and (c) the following sections will expressly survive: 4 (Intellectual Property Rights), 5.3 (Compelled Disclosure), 7 (Fees & Payment), 8.4 (Effect of Termination), 9 (Disclaimers), 10 (Indemnity), 11 (Limitation of Liability), 12 (Arbitration), 13 (Miscellaneous), 14 (Definitions), and any other term which by its nature would survive termination.

9. Disclaimers

9.1. To the fullest extent permitted by law, except as set forth in these terms and all incorporated documents, motive and its affiliates, licensors, suppliers, and distributors (a) make no express or implied warranties, statutory or otherwise, regarding the Motive Services and any output from the Motive Services, and (b) disclaim all warranties of (i) satisfactory quality, fitness for a particular purpose, non-interference, and non-infringement, (ii) arising from a course of dealing, usage or trade practice, or (iii) that the Motive Services or output are completely secure, error-free or uninterrupted.

9.2. Except as set forth in these terms and all documents incorporated hereto, the Motive Services and output are provided “as is” and Motive makes no warranty regarding the accuracy, completeness, quality, reliability, timeliness, or truthfulness of any Motive output.  Customer is solely responsible for (and Motive disclaims) any and all loss, liability, or damages relating to or arising from customer’s installation of the hardware, customer’s use of the motive services or hardware, customer’s vehicles, and internet connectivity. Provided however, if Motive or a Motive contractor installs the hardware, Motive warrants that such installation will be completed in a professional manner. Customer acknowledges and agrees that the Motive Services are a driver aid only. They are not a substitute for a safe, conscientious driver. They cannot compensate for a driver that is distracted, inattentive, or impaired by fatigue, drugs, alcohol, or otherwise. The driver is responsible to avoid an accident. Customer’s drivers and end users should never wait for any of the Motive Services to provide a warning before taking measures to avoid an accident or any violations. Customer acknowledges that use of the software (other than software embedded in hardware) while driving is inadvisable. 

9.3. Wireless and Bluetooth Providers.

(a) Customer and Motive may use a third party provider for cellular, wireless, and bluetooth connectivity, including Wi-Fi Hotspot connectivity (“Connectivity Service Carriers”). As such service is provided by the Connectivity Service Carrier, Motive cannot and does not guarantee uninterrupted or continuous service or specific area coverage and is not responsible for downtime or loss of use of the Services caused by a Connectivity  Service Carrier’s lack of provision of such services.

(b) Customer understands and agrees that: (1) Customer has no contractual relationship with the Connectivity Service Carriers, (2) Customer is not a third party beneficiary of any agreement between Motive and the Connectivity Service Carriers, (3) the Connectivity Service Carriers have no liability of any kind to customer or end users, whether for breach of contract, warranty, negligence, strict liability in tort or otherwise, (4) messages or data transmissions may be delayed, deleted or not delivered, and 999 calls may not be completed, and (5) the Connectivity Service carriers cannot guarantee the security of wireless transmissions and will not be liable for any lack of security relating to the use of the Services.

10. Indemnity

10.1. Customer Indemnity

(a) Indemnity.  Notwithstanding anything in these Terms or the Additional Terms to the contrary, Customer will indemnify, defend, and hold harmless Motive and its affiliates, officers, directors, employees, and agents (collectively “Motive Indemnified Parties”) from and against all liabilities, damages, losses, and costs and expenses, including settlement costs and reasonable attorneys’ fees, arising out of  third party claims, suits, or proceedings arising out of (i) Customer’s, Administrator’s or End Users’ access to or use of the Services; (ii) Customer Data; (iii) Customer’s or End Users’ breach of these Terms, or (iv) negligent acts or omissions of Customer or End Users (“Customer Indemnified Claim”).

(b) Indemnity Excused. Customer’s obligation to defend and indemnify Motive Indemnified Parties is excused only to the extent that the following materially prejudices Customer’s defense: (i) Motive fails to provide prompt notice to Customer of the Customer Indemnified Claim; and (ii) Motive fails to reasonably cooperate with Customer’s defense. 

(c) Motive grants the sole control of the defense of the Customer Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof to Customer, provided that Customer, in the defense of any claim or litigation, may not, except with the written consent of Motive, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to Motive Indemnified Parties of a release from all liability and blame with respect to the claim or litigation. Customer’s obligation to indemnify and defend includes: (1) settlement at Customer’s expense and payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of attorneys’ fees, courts costs, and other reasonable expenses, and (2) reimbursement of reasonable attorneys’ fees incurred before Customer assumed the defense (but not attorneys’ fees incurred by the Motive Indemnified Parties thereafter).

10.2. Motive Indemnity

(a) Indemnity.  Notwithstanding anything in these Terms or the Additional Terms to the contrary, Motive will indemnify and defend and hold harmless Customer, and its affiliates, officers, directors, members, managers, employees, and agents (collectively the “Customer Indemnified Parties”), from and against all  liabilities, damages, losses, and costs and expenses, including settlement costs and reasonable attorneys’ fees, arising out of  third party claims, suits, or proceedings arising out of  infringement or misappropriation of any patent, copyright, trademark, moral right, or trade secret or other intellectual property with respect to the Services (“Motive Indemnified Claim”). 

(b) Indemnity Excused.  Motive’s obligations to defend and indemnify Customer Indemnified Parties is excused only to the extent that the following materially prejudices Motive’s defense: (i) Customer fails to provide prompt notice to Motive of the Motive Indemnified Claim; and (ii) Customer fails to reasonably cooperate with Motive’s defense. 

(c) Customer grants the sole control of the defense of the Motive Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof to Motive, provided that Motive, in the defense of any claim or litigation, may not, except with the written consent of Customer, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to Customer Indemnified Parties of a release from all liability and blame with respect to the claim or litigation. Motive’s obligation to indemnify and defend includes: (1) settlement at Motive’s expense and payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of attorneys’ fees, courts costs, and other reasonable expenses, and (2) reimbursement of reasonable attorneys’ fees incurred before Motive assumed the defense (but not attorneys’ fees incurred by the Customer Indemnified Parties thereafter).

(d) Exclusions.   Motive has no obligation to indemnify Customer if a claim of infringement under part (a) is caused by (1) Customer’s use of the Services in a manner prohibited by this these Terms; (2) Customer’s use of a modification or derivation of the Services not approved or provided by Motive; (3) Customer’s use of the Services in combination with any product, software, data or equipment not owned or developed by Motive where or such combination was not contemplated by these Terms, or (4) Customer Indemnified Party’s failure to modify or replace Motive technologies as required by Motive.

(e) Additional Remedies.   If claims arise that prevent the Customer from using the Services as contemplated under these Terms, or Motive reasonably believes such a claim may arise, in addition to Motive’s defense and indemnity obligations set forth in the preceding paragraph, Motive may, at its option: (i) secure the necessary rights and licences for Customer to continue using the Services, (ii) modify the Services such that they are  non-infringing, or (iii) terminate these Terms (and, in such event, Motive will provide Customer with a pro-rata refund of any fees paid in advance for any access to the Services not yet provided). This section sets forth Customer’s sole remedy, and Motive’s exclusive liability, with respect to claims related to the infringement or violation of third party intellectual property rights.

11. Limitation of Liability

11.1. To the fullest extent permitted by law, neither party nor its affiliates, licensors, and distributors will be liable under these terms or from use or inability to use the Motive Services for (a) any indirect, incidental, special, exemplary or consequential damages, (b) loss of use, data, business, or profits (in each case whether direct or indirect), or (c) liability for property damage, regardless of whether that party has been informed of the possibility of such damages, even if a limited remedy set forth is found to have failed of its essential purpose.

11.2. Notwithstanding anything in these terms, the additional terms, or any incorporated documents to the contrary, to the fullest extent permitted by law, either party and its affiliates, officers, directors, employees, distributors, and agents’ maximum collective, aggregate liability is limited to the amount customer has paid or is payable for use of the Motive Services in the twelve (12) month period immediately prior to the event giving rise to the liability. The limitations of damages set forth above are fundamental elements of the basis of the bargain between motive and customer. These limitations are not applicable to any customer payment obligations, including those for motive cards, in the event of a breach or early termination by customer and any express indemnification obligations set forth herein.

11.3. Some of the above limitations or exclusions may not be allowed in Customer’s jurisdiction and may not apply to Customer. The terms of this limitation of liability will apply to the extent permitted by applicable law.

12. Miscellaneous

12.1. Incorporation of Terms

(a) All attachments to these Terms, Additional Terms, and any Order Forms executed by the Parties are hereby incorporated into these Terms by reference. These Terms, including any such attachments and Order Forms, constitute the entire and exclusive understanding and agreement between the Parties regarding the Services, and supersede and replace any and all prior or contemporaneous oral or written agreements between the Parties regarding the Services, including any non-disclosure agreements.

(b) If there is a conflict between the documents that make up these Terms, the documents will control in the following order: These Terms, Order Form, Additional Terms, and the Documentation.

12.2. Severability

(a) If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.

12.3. Modifications to These Terms

(a) Motive may modify these Terms periodically. If an update will materially affect your use of the Services or legal rights, Motive will notify you prior to the update’s effective date (except for changes due to legal or regulatory reasons, which may be effective immediately). Otherwise, updates will be effective as of the date posted on this website.

(b) In the event that Motive modifies the Additional Terms and such modification materially reduces the Service’s functionality or Customer’s legal rights, Customer may provide Motive with notice of termination within 30 days of such modification in accordance with Section 8.2 upon demonstration of such material adverse effect.

(c) By continuing to use the Services after 30 days of such modification effective date or executing additional Order Forms after the changes become effective, you agree to be bound by the modified Terms.

12.4. Assignment

(a) Either Party may assign or transfer these Terms, Services, or any Order Form in their entirety, with written notice to the other Party, to its affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. The Parties may not otherwise assign these Terms, Services, or any Order Form without prior written notice to the other Party, by operation of law or otherwise. Any other attempt to assign or transfer, without consent, will be null and of no effect. Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties, their successors and permitted assigns.

12.5. Governing Law and Jurisdiction

(a) These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England. The Parties submit to the exclusive jurisdiction of the English courts for all purposes relating to these Terms.

12.6. Embargo

(a) Customer represents and warrants that Customer is not located in a country subject to a U.S. Government, European Union or United Kingdom embargo, or that has been designated by the U.S. Government, European Union or United Kingdom as a “terrorist supporting” country, and that Customer is not listed on any U.S. Government, European Union or United Kingdom list of prohibited or restricted parties.

12.7. Third Party Rights

(a) Subject to Sections 6.2(c)(vii) and 12.12, a person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of these Terms.

12.8. Confidentiality

(a) Confidential Information.  Subject to Section 4.4, notwithstanding anything in these Terms, Order Forms, or the Additional Terms to the contrary, the Parties will consider confidential any information and/or documentation, which the receiving Party knew, or reasonably should have known, was confidential, regardless of its physical form or characteristics relating, to the disclosing Party’s, regardless of being marked as Confidential Information or not, including, without limitation, the existence of these Terms, past, present and future research, data, business strategies, marketing plans, methodologies, processes, customer lists, pricing, software code, development, business activities, Order Forms, intellectual property, Customer Data, and the Motive Technology (the “Confidential Information”). 

(b) Exclusions.  Notwithstanding the foregoing, Confidential Information does not include the following: (a) information that, at the time of disclosure, is in or becomes part of the public domain without violation of these Terms, directly or indirectly, by the Receiving Party or any of its Representatives (defined below); (b) information rightfully known to or rightfully in the possession of the Receiving Party on a non-confidential basis prior to disclosure to the Receiving Party by the Disclosing Party, as evidenced by written records; (c) information developed independently by the Receiving Party without reference to Confidential Information, as established by written evidence; (d) information disclosed to the Receiving Party by a third party under no obligation of confidentiality to the Disclosing Party and who did not obtain such information by a wrongful or tortious act; and (e) information authorised by the Disclosing Party in writing for disclosure or release by the Receiving Party and, in such case, only to the extent so authorised.

(c) Disclosure.  The Party receiving Confidential Information agrees that, until such time as the Confidential Information enters the public domain through no fault of the receiving Party, the receiving Party will not, directly or indirectly, disseminate, or disclose any of the Confidential Information disclosed to it without the prior written consent of the disclosing Party to any third party except to Representatives who (1) have a need to know such information as required to perform duties under these Terms and (2) are subject to obligations of a confidentiality agreement directly with receiving Party containing obligations at least as restrictive as those contained herein or that are otherwise acceptable to disclosing Party; provided, however, the receiving Party will not disclose Confidential Information to any other person or entity that the receiving Party knows or should have reasonably known to be a competitor of the disclosing Party. “Representative” means, with respect to a Party, such Party’s affiliates and its respective officers, directors, trustees, employees, agents, professional advisors, non-employee staff, attorneys, financial advisors, accountants, and consultants.

(d) Compelled Disclosure. Motive may disclose Customer Data and other information when (a) required by law, regulation, or legal process, provided that Motive will use reasonable efforts to give the Customer prior notice of the compelled disclosure, to the extent permitted, and reasonable assistance at the Customer’s cost to contest or limit the disclosure or (b) to prevent or stop illegal or unethical activity.

(e) Term. Upon termination of these Terms, the receiving Party and its Representatives may retain copies of the Confidential Information for system archival purposes or if required by an applicable government or regulatory body as part of an active certification file, which at all times will remain subject to the obligations of the receiving Party as set forth herein. Notwithstanding the foregoing, the receiving Party and its Representatives may retain archival copies of the Confidential Information, which such Confidential Information will only be used by the receiving Party and its advisors in connection with the review of its obligations under these Terms, with receiving Party’s retention policy, or for purposes of compliance with applicable law; and provided that receiving Party’s confidentiality obligations identified herein will remain in effect for as long as the Confidential Information is in the receiving Party’s custody. Both Parties to these Terms acknowledge that damages for the breach of this section may be difficult to ascertain; therefore, in the event of a breach by a Party to these Terms of the provisions of this Confidentiality section, the non-breaching Party, in addition to any other available remedies, will be entitled to seek preliminary and permanent injunctive relief against any breach or threatened breach of the covenants contained in this section. The Parties’ obligations under this section will survive the performance or any termination of these Terms for three (3) years.

12.9. Notices

(a) All notices required herein to the Parties will be sent as provided below.  Any notice, request, demand, claim, or other communication under these Terms will be deemed given if (a) personally delivered, when so delivered, (b) mailed, 3 business days after having been sent by registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set out below, (c) sent through an overnight delivery service providing verification of delivery, on the date verified for delivery, or (d) if an email is provided below, sent via email, upon delivery and receipt of such email. Notices provided by Motive to Customer concerning Terms updates or Service updates may also be provided by posing such notice on the Motive website.   

If to Motive:	Motive Technology UK Limited Attn: General Counsel 2nd Floor, 1-5 Clerkenwell Road London EC1M 5PA England Email: legal@gomotive.com
If to Customer:	The Customer’s address as specified on the Order Form. The Customer’s email address (if any) as specified on the Order Form.

12.10. Force Majeure

(a) Except with respect to any payment obligations hereunder, neither Party will be liable to the other Party for inadequate performance to the extent caused by a reasonably unforeseeable condition (for example, natural disaster, pandemic, endemic, act of war or terrorism, labour disputes, governmental action, utilities failures, third party software or hardware, and internet disturbance) that was beyond its reasonable control, and which condition (a) has an adverse effect on such Party’s ability to perform its obligations under the Order Form and/or these Terms and (b) is not the result of that Party’s negligence, fault, or failure to perform any of its obligations under an applicable Order Form and/or these Terms. If such an event continues for more than thirty (30) days, either Party may cancel unperformed Services, applicable Order Forms, or these Terms upon fifteen (15) days’ written notice.

12.11. Relationship of the Parties

(a) The Parties are independent contractors. These Terms do not create a partnership, joint venture, or agency relationship between the Parties.

12.12. Customer’s Affiliates

(a) Rights of Customer’s Affiliates.  Motive acknowledges and agrees that the Affiliates, although not a contracting party to these Terms, will have the same rights and obligations as Customer described herein, including without limitation the right to insist upon performance of all Motive’s obligations and duties described hereunder for the benefit of such Affiliates, provided, however that (i) any Affiliates using the Services must agree to the terms and conditions of these Terms and (ii) Customer will be responsible for such Affiliates’ use of the Services under these Terms. Motive and Customer agree to use good faith efforts after execution of these Terms to apply the terms and conditions of these Terms to any Affiliate orders placed prior to execution.

(b) No Joint Liability.  Motive acknowledges there will be no joint liability  between multiple Affiliates.

(c) Order Form.  Affiliates will sign an Order Form in order to be bound to these Terms and receive the benefits afforded herein.

12.13. Export Compliance

(a) The Services may be subject to export restriction laws and regulations in the U.S., the European Union and/or any other applicable jurisdiction and Customer and/or End User is responsible for compliance in respect of all applicable export control and trade embargo laws, rules and regulations regarding Customer’s and its End Users’ use of the Services. Customer will not permit End Users to use the Services from a U.S., European Union or other embargoed country.

12.14. Waiver

(a) The Parties’ failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative. Except as expressly set forth in these Terms, the exercise by either Party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

12.15. Construction

(a) Any ambiguity in the Terms will be interpreted equitably without regard to which Party drafted the Terms. “Including” and “include” will be construed to mean “including without limitation.”

12.16. Counterparts

(a) The Terms and any Order Form may be executed in counterparts, which taken together will constitute one instrument, and may be executed and delivered electronically.

13. Definitions

13.1. “Additional Terms” means all applicable terms and agreements located at: 

(a) “API Terms of Service” means the terms located at: https://gomotive.com/en-gb/legal/api-terms-of-service/. (Applicable if Customer also develops APIs into the Motive systems.)

(b) “Data Processing Addendum” means the terms located at http://www.gomotive.com/en-gb/legal/data-protection-addendum 

(c) “Hardware Terms and Warranty” means the terms located at: https://gomotive.com/en-gb/legal/hardware-terms/.

(d) “Privacy Policy” means the policy located at: http://www.gomotive.com/en-gb/legal/privacy

(e) “Professional Service Terms and Conditions” means the terms located at: https://gomotive.com/en-gb/legal/professional-services/

13.2. “Administrator(s)” means a Customer-designated End User who administers the Services account and has access to permissions and other sensitive settings.

13.3. “Affiliate(s)” means those entities that currently or hereafter directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with a Party.  Affiliates may also include those entities in which a Party currently or hereafter serves as a general partner, limited partner or as a trustee (or similar capacity). For purposes of this definition, “control” (including “controlled by” and “under common control with”) will mean the power to direct or cause the direction of the affairs or management of an entity, whether through the ownership of voting securities, as trustee, personal representative, or executor, by contract or otherwise, including, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such entity.

13.4. “API Key” means any API key for the Services that Customer can use or share with a third party for access, collection, and use of Customer Data.

13.5. “Apps” means downloadable software, including the mobile device software.

13.6. “Beta Features” means services, or software features available to Customer on a trial, beta, early access, or similar basis.  “Beta Features” does not apply to unreleased Hardware. Unreleased Hardware is governed by a separate written agreement between the Parties. 

13.7. “Contract Term End Date” means the date as set out in the Order Form.

13.8. “Contract Term Start Date” means the date as set out in the Order Form.

13.9. “Customer Data” means any data and information Customer or its End Users upload, transmits, generates, or submits to the Motive Software, including data and information from Non-Motive Products and Hardware Data.

13.10. “Documentation” means any written documentation available on the Motive website, provided with the Motive logo, and policies related to the provision of the Services.

13.11. “Documentation” means any written documentation available on the Motive website, provided with the Motive logo, and policies related to the provision of the Services.

13.12. “Hardware” means the Motive devices that are ordered by Customer under an Order Form or otherwise provided by Motive and used by Customer under these Terms.

13.13. “Hardware Data” means the data and information regarding use of the Hardware, and/or collected from the Hardware, that Motive makes available to Customer via the Services.

13.14. “Insolvency Event” means where the other Party ceases or threatens to cease to carry on business, is unable to pay its debts within the meaning of the Insolvency Act 1986, has an administrator,  receiver, administrative receiver or manager appointed over the whole or any part of its assets, enters into any composition with creditors generally or a meeting of creditors of that person is held or an arrangement or composition with or for the benefit of its creditors is proposed, or an order is made or resolution passed for that person to be wound up (otherwise than in furtherance of any scheme for solvent amalgamation or solvent reconstruction) or the other Party undergoes any similar or equivalent process in any jurisdiction or undergoes  any other arrangement which affects the rights of creditors.

13.15. “Live Streaming” means the ability to allow fleet managers to view live AI Dashcam video in the Fleet Dashboard remotely, in real time.

13.16. “Motive App Marketplace” means Motive’s online marketplace for web or other software services or applications that utilise or interact with the API and integrate with the Service.

13.17. “Motive Data” means Customer’s usage data and performance, statistics, aggregate data, and other de-identified data derived from Customer Data so that such data cannot be attributed to a particular Customer.

13.18. “Motive Output” means the Hardware Data and other information and reports to the extent made available to Customer through the Services.

13.19. “Motive Service(s)” or the “Service(s)” means the (a) combined offerings of Software offered as a service, (b) Software offered as a service, either in combination with Purchased Hardware or otherwise, (c) the Motive App Marketplace, excluding the Non-Motive Products (d) support or other services described in an exhibit, attachment, or SOW referencing the Order Form or the Terms, (e) the Software, and (f) the Hardware, in each case that are ordered by Customer under an Order Form or otherwise provided by Motive and used by a Customer, End User, or Administrator under these Terms.

13.20. “Motive Technology” means the Services, Documentation, Motive Data, Motive API, Deliverables and Motive’s trademarks, logos, and other brand features.

13.21. “Non-Motive Product(s)” means any Customer-provided or third party services, hardware, products, websites, applications, services that interoperates with the Motive Services, a website linked from the Motive Services, and/or any application or service available through the Motive App Marketplace or other approved method.

13.22. “Order Form” means the (a) ordering document, (b) ordering webpage, or (c) order confirmation or other communication of ordering, in each case for the Motive Services.

13.23. “Replacement Fee” has the meaning set forth in the Limited Hardware Warranty.

13.24. “Restoration Fee” has the meaning set forth in the Limited Hardware Warranty.

13.25. “Software” means the Site, software embedded in Hardware, and fleet management and other software, including the Apps, that are ordered by Customer under an Order Form or otherwise provided by Motive and used by Customer under these Terms.

13.26. “Services Term” means the term of these Terms, which begins on the Contract Term Start Date and continues until the earlier of the expiration of Subscription Term or these Terms are otherwise terminated.

13.27. “Subscription Term” means the initial subscription term set forth in an Order Form and all renewal terms for the Subscription services.