Terms of Service - Motu Novu

Last updated on April 12, 2024.

Acceptance of the Terms and Conditions of Use and this Agreement

The following are terms of a legal agreement (“Agreement”) between you and Motu Novu LLC (“Motu Novu” “we,” “us,” or “our”). By accessing, browsing and/or using this website (“Site”) you acknowledge that you have read, understand, and agree to be bound by these terms and our Privacy Policy and to comply with all applicable laws and regulations. If, at any time, any part of these Terms and Conditions (“Terms”) is no longer acceptable to you, immediately terminate your use of the Site. This Site may contain other proprietary notices and copyright information, the terms of which must be observed and followed. Please read this Agreement carefully and be aware that Motu Novu may, in its sole discretion and without notice, revise these Terms at any time by updating this posting. Your continued engagement with our Site after any such revisions indicates that you accept and consent to the Terms as revised, so please check these Terms periodically for updates.

Hyperlinking

We may provide links to third-party websites, and some of the content appearing to be on this Site is in fact supplied by third parties, for example, in instances of framing of third-party websites or incorporation through framesets of content supplied by third-party servers. Motu Novu has no responsibility for these third-party websites, which are governed by the terms of use and privacy policies, if any, of the applicable third-party content providers.

Copyrights and Use of Site Content

This Site and all the information it contains, or may in the future contain, including, but not limited to, articles, memoranda, bulletins, reports, press releases, opinions, text, directories, guides, photographs, illustrations, trademarks, trade names, service marks and logos (collectively, the “Content”), is the property of Motu Novu, or by the original creator of the material and is protected from unauthorized copying and dissemination by U.S. Copyright law, trademark law, international conventions, and other intellectual property laws. Certain of the trademarks and logos displayed on the site are owned by third parties.

Except as stated herein, none of the materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Motu Novu or the copyright owner. Permission is granted to download one copy of the materials on this Site on a single computer for your personal or internal business use only provided that you do not modify the materials and that you retain all copyright and other proprietary notices contained in the materials. This permission terminates immediately if you breach this Agreement. You may not “mirror” any material contained on this Site without Motu Novu’s express written permission. Any unauthorized use of the materials contained on this Site may violate copyright laws, trademark laws, the laws of privacy and publicity and/or communications regulations and statutes. All Content and functionality on this Site, including text, graphics, logos, icons, and images and the selection and arrangement thereof, are the exclusive property of Motu Novu or its licensors and is protected by U.S. and international copyright laws. All rights not expressly granted are reserved.

Trademarks

The trademarks, service marks and logos (the “Trademarks”) used and displayed on this Site are registered and unregistered Trademarks of Motu Novu. Other trademarks, service marks and trade names may be owned by others. Nothing on this Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark or any other Motu Novu intellectual property displayed on this Site. Motu Novu aggressively enforces its intellectual property rights to the fullest extent of the law. The name Motu Novu and any other Trademarks shall not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without prior written permission from Motu Novu. Motu Novu also prohibits use of Motu Novu and any other Trademarks as part of a link to or from any site unless establishment of such a link is approved in advance by Motu Novu in writing.

User Postings

You acknowledge and agree that Motu Novu shall own and have the unrestricted right to use, publish, in electronic form and otherwise, distribute and exploit any and all information that you post or otherwise publish on this Site (“Submissions”). You hereby waive any and all claims against Motu Novu for any alleged or actual infringements of any rights of privacy or publicity, moral rights, rights of attribution or any other intellectual property rights in connection with Motu Novu’s use and publication of such Submissions. This means that anything submitted by you to this Site will be owned by Motu Novu and may be used by Motu Novu for any purpose, now or in the future, without any payment to, or further authorization by, you. In the event Motu Novu’s ownership of such Submissions is successfully contested, you automatically grant Motu Novu a perpetual, royalty-free, non-exclusive, sublicensable, unrestricted, worldwide and irrevocable right and license to use, reproduce, modify, publish, translate, prepare derivative works based upon, distribute, perform or display such Submissions, in whole or in part, in any form, media or technology known or hereafter developed for any purpose, including, but not limited to, advertising and promotional purposes. Motu Novu does not represent or endorse the accuracy or reliability of any Submissions displayed, uploaded, posted on any message board, or otherwise distributed through this Site by any user of this Site, information provider or any other third party. Motu Novu expressly disclaims any and all liability related to Submissions, and you acknowledge that any reliance upon such Submissions shall be at your sole option, liability and risk. You covenant that you shall not post or otherwise publish on the Site any materials that: is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening, or otherwise objectionable to Motu Novu in the Company’s sole discretion; contains computer viruses, worms, moles or other contaminating or destructive elements; violates the rights of others, such as content that infringes any copyright, trademark, patent, trade secret or violates any right of privacy or publicity; contains any false or misleading statement; contains advertising; or otherwise violates any applicable criminal or civil law. You may not use the Site for any commercial purpose and may not distribute over the Site any solicitation of funds, goods and services. In addition, you may not use the Site to solicit subscribers to join other online information services that are competitive with the Site.

Motu Novu in its sole discretion reserves the right to refuse to post and the right to remove any information or Submission from this Site, in whole or in part, for any reason.

No Services, Endorsement, or Professional Consultation

There may be delays, omissions or inaccuracies in information obtained through your use of this Site. Motu Novu does not represent or endorse the accuracy or reliability of any user content displayed, uploaded, posted on any message board, or otherwise distributed through the Site. The information on the Site is provided to you with the understanding that Motu Novu’s provision of this information to you does not constitute the rendering of investment, consulting, legal, accounting, tax, career or other advice or services. Information on this Site should not be relied upon for making business, investment or other decisions or used as a substitute for consultation with professional advisors. Moreover, Motu Novu does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, downloaded or distributed through this Site by Motu Novu, any user, information provider or any other person or entity. You acknowledge that any reliance upon such opinion, advice, statement, memorandum, or information shall be at your sole option, liability and risk. Moreover, Motu Novu does not grant any license or other authorization to you to use this Site in any manner if such use in whole or in part suggests that Motu Novu promotes or endorses a third party’s causes, ideas, political campaigns, political views, websites, products, or services.

Access to This Site

The Site may become unavailable to you as a result of maintenance, malfunction of computer hardware or software, or for other reasons, and may result in damages to your systems or operations. You shall be solely responsible for ensuring that any information or content obtained from the Site does not contain any virus, worm, mole or other computer software code or subroutine designed to disable, erase, impair or otherwise damage your systems, software, or data.

DISCLAIMER OF WARRANTIES

THE SITE AND ALL MATERIALS THEREON ARE DISTRIBUTED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MOTU NOVU DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, MOTU NOVU DOES NOT WARRANT THAT: (1) THE INFORMATION ON THIS SITE IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SITE IS AT YOUR SOLE RISK.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL MOTU NOVU OR ANY OF ITS PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS SITE OR THE INFORMATION CONTAINED ON THIS SITE OR OBTAINED FROM YOUR USE OF THIS SITE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SITE, EVEN IF MOTU NOVU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT OF THE LAW, THE TOTAL AGGREGATE LIABILITY OF MOTU NOVU AND ITS PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ATTORNEYS, AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT, OR OTHERWISE SHALL NOT EXCEED $1, EVEN IF MOTU NOVU OR ANY OF THE AFOREMENTIONED PERSONS OR ENTITIES HAD BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN WHICH CASE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL USERS. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” THIS RELEASE INCLUDES THE CRIMINAL ACTS OF OTHERS.

User Representations, Warranties, and Covenants

By using the Site, you expressly represent and warrant that you are legally entitled to enter this Agreement. Your participation in using the Site is for your sole, personal or internal business use. When using the Site, you agree to comply with all applicable laws from your home nation, and the country, state and city in which you are present while using the Site.

By using the Site, you agree that:

(a) You will only use the Site for lawful purposes; you will not use the Site for sending or storing any unlawful material or for deceptive or fraudulent purposes.

(b) You will not use the Site to cause nuisance, annoyance or inconvenience.

(c) You will not use the Site, or any content accessible through the Site, for any commercial purpose, including but not limited to contacting, advertising to, soliciting or selling to, any user or subscriber, unless Motu Novu has given you permission to do so in writing.

(d) You will not copy, download (other than through page caching for personal use, or as otherwise expressly permitted by this Agreement), modify, distribute, post, transmit, display, perform, reproduce, broadcast, “mirror,” duplicate, publish, republish, upload, license, reverse engineer, create derivative works from, or offer for sale any Content or other information contained on or obtained from or through the Site, by any means except as provided for in this Agreement or with our prior written consent.

(e) You will not create or compile, directly or indirectly, any collection, compilation, or other directory from any Content displayed through the Site except for your personal, noncommercial use.

(f) The information you provide to us when you register an account or otherwise communicate with us is accurate, you will promptly notify us of any changes to such information, and you will provide us with whatever proof of identity we may reasonably request.

(g) You will keep secure and confidential your account password or any identification credentials we provide you which allows access to the Site.

(h) You will not use the Site in any way that could damage, disable, overburden or impair any server, or the networks connected to any Motu Novu server.

(i) You will not attempt to gain unauthorized access to any part of the Site and/or to any service, account, resource, computer system and/or network connected to any Motu Novu server.

(l) You will not deep-link to the Site or access the Site manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy or monitor any portion of the Site or any Content on the Site, unless Motu Novu has given you permission to do so in writing.

(m) You will not copy any content displayed through the Site, including but not limited to any restaurants’ menu content and reviews, for republication in any format or media.

(n) You will not conduct any systematic retrieval of data or other Content from the Site.

(o) You will not try to harm other users or Motu Novu , or the Site in any way whatsoever.

(p) You will report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights that you uncover in your use of the Site.

(q) You will not abuse our promotional or credit code system by redeeming multiple coupons at once.

(r) You will not post Content that: (i) harasses, abuses, or threatens any other person, or that contains obscene content; (ii) is false, misleading, or inaccurate; (iii) degrades or discriminates against others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, disability, or any other classification; (iv) is indecent, offensive, harassing, violent, hateful, inflammatory, unlawful, harmful, tortious, defamatory, libelous, or invasive of another’s privacy; (v) promotes sexually explicit or pornographic material, violence, or any illegal acts; (vi) infringes the legal rights of any person or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms; or (vii) gives the impression that it emanates from or is endorsed by us or any other person or entity, if this is not the case.

Indemnification

You hereby agree to indemnify, defend and hold Motu Novu, and all of its predecessors, successors, parents, subsidiaries, affiliates, and past and present officers, directors, shareholders, investors, employees, agents, information providers, attorneys, representatives licensors and information providers (collectively, the “Motu Novu Representatives”) harmless from and against any and all liability, losses, costs and expenses (including attorneys’ fees) incurred by Motu Novu or any Motu Novu Representative in connection with any claim arising out of any use or alleged use by you of the Site or arising out of or in relation to any breach by you of the Terms, or the representations, warranties and covenants you made by agreeing to these Terms. Motu Novu reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate reasonably with Motu Novu’s defense of such claim.

Enforcement of the Terms and Conditions

This Agreement is governed and interpreted pursuant to the laws of the Commonwealth of Massachusetts, United States of America, notwithstanding any principles of conflicts of law. You expressly agree that exclusive jurisdiction resides in the Commonwealth of Massachusetts. You further agree and expressly consent to the exercise of personal jurisdiction in the Commonwealth of Massachusetts in connection with any dispute or claim involving Motu Novu and any arbitration proceeding will be conducted in Boston, Massachusetts. If any part of these Terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

Dispute Resolution and Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

(a) Generally. You and Motu Novu agree that every dispute arising in connection with this Agreement or the Site will be resolved by binding arbitration by a single arbitrator. This agreement to arbitrate includes all claims arising out of or relating to any aspect of this Agreement or the Site, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. You understand and agree that, by entering into this Agreement, you are waiving the right to a trial by jury or to participate in a class action. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to waive, preclude, or otherwise limit the right of either party to: (i) pursue an enforcement action through the applicable federal, state, or local court if that action is available; (ii) seek injunctive relief in a court of law; or (iii) to file suit in a court of law to address an intellectual property infringement claim. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MOTU NOVU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

(b) Arbitration Rules. Any arbitration between you and Motu Novu will be conducted before a single arbitrator and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, or by calling the AAA at 1-800-778-7879.

(c) Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party (“Notice”). Notice to Motu Novu shall be sent by email to: helpdesk@motunovu.com with proof of delivery. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). Notice to you shall be sent to the email address associated with your User Account. The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach a resolution within 30 days after the Notice is received, you or Motu Novu may commence an arbitration proceeding.

(d) Fees. The parties shall be responsible for their respective fees related to any arbitration, including attorneys fees. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Motu Novu for all monies previously disbursed by Motu Novu that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

(e) No Class Actions. You and Motu Novu agree that each may bring claims against the other only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both you and Motu Novu agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

(f) Exception: Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office to protect its intellectual property rights. “Intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but does not include privacy or publicity rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.

(g) Modifications to this Arbitration Provision. If Motu Novu makes any future change to this arbitration provision, other than a change to the Company’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Motu Novu’s address for Notice, in which case your account with Motu Novu will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

(h) Enforceability. If any portion of this Section is found to be unenforceable, then the entirety of this Section will be null and void and, in that case, the parties agree that the choice of law and forum selection provision set for this Agreement shall continue to govern any action arising out of or related to these Terms.

Infringement Notices and Take-Down

Motu Novu prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that any material contained on this Site infringes upon your copyright or other intellectual property rights, you should notify Motu Novu of your copyright infringement claim in accordance with the following procedure. Motu Novu will process notices of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (“DMCA”). The DMCA requires that notifications of claimed copyright infringement should be sent to this Site’s Designated Agent who is:

Motu Novu LLC
Attn. Managing Partner
501 Stone Street
Cody, WY 82414
United States of America
helpdesk@motunovu.com

To be effective, the notification must be in writing and contain the following information (DMCA, 17 U.S.C. §512(c)(3)):

Physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.