TERMS & CONDITIONS
Last updated: February 1, 2022
These Terms of Use (the “Terms”) govern the use of Motusi Web Services, Mobile Application, Engineered Athleticwear (“Kit”), and select services including the resources we make available on our websites, such as our tutorials, videos, blog and more. We refer to our platform, Kit, websites, mobile app and resources collectively as the “Platform”.
Notice to Patients
These Terms do not apply to patient files. For information about your patient file, please contact your clinician. For information about how your patient information is collected in connection with our Platform, see our HIPPA Notice and Privacy Policy.
Acceptance
Please take a moment to read these Terms carefully before subscribing to or using the Platform. These Terms are a legal contract between Motusi Corporation (“Motusi”or “We”) and each person who uses the Platform and are accepted by subscribing to our platform, mobile app or by otherwise using our Kit, websites and resources. These Terms may be updated or amended from time to time.
a. User Agreement. By using the Services, you accept these Terms & Conditions and agree to be legally bound and to abide by the terms, conditions, and notices contained or referenced herein, just as if you had signed them.
b. Changes to Terms & Conditions. From time to time, we may, in our sole discretion, change, modify, supplement or remove portions of these Terms & Conditions (“Additional Terms”). Such Additional Terms shall become effective upon posting by the Company on the Website, the Mobile App, via the Service or sending you an email or other notification. You will be deemed to have agreed to such Additional Terms by your decision to continue accessing the Mobile App or the Website or otherwise using any of the Services following the date in which such Additional Terms become effective.
c. Downloading Mobile App. You may access the Mobile App which can be downloaded from an applications store or applications distribution platform, (the “Mobile App Provider”). You acknowledge and agree that: (i) these Terms & Conditions are entered into between us, and not with the Mobile App Provider, and that we are solely responsible for the Mobile App (not the Mobile App Provider); (ii) the Mobile App Provider has no obligation to furnish any maintenance and support services with respect to the Mobile App; (iii) the Mobile App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Mobile App or your possession and use of the Mobile App, including, but not limited to: (a) product liability claims; (b) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation; (iv) in the event of any third party claim that the Mobile App or your possession and use of that Mobile App infringes that third party’s intellectual property rights, we will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms & Conditions; (v) the Mobile App Provider and its subsidiaries are third party beneficiaries of these Terms & Conditions as it relates to your license of the Mobile App, and that, upon your acceptance of these Terms & Conditions, the Mobile App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms & Conditions as related to your license of the Mobile App against you as a third party beneficiary thereof; and (vi) you must also comply with all applicable third party terms of service when using the Services.
In these Terms, we use the word “Subscriber” to refer to anyone (for example, a health clinic or health clinician) who subscribes to and pays for our platform. We use the word “you” to refer to any individual user of the Platform, such as a clinician or staff member at a Subscriber’s clinic, or an individual browsing or using our websites and resources.
Intellectual Property
Ownership of the Motusi Platform. Motusi owns, or has obtained the rights to use, all intellectual property rights in the Platform. This includes the underlying software and technology that operates the Platform; all materials and content posted or made available on our website or through the Services, such as our Guide, videos, photos, illustrative graphics, text, research and blog postings; and the trademark, Motusi.
License to You. Motusi grants each Subscriber, and each individual using the Platform, a limited license to access and use (i.e., display, print, download) the materials and content within the Services solely on a personal computer or device for the Subscriber’s internal business purposes and for your own personal, non-commercial use, provided that:
You do not disseminate or distribute our materials or content publicly;
You do not sell or otherwise commercialize our materials or content for your own gain or for the gain of any other person; and
You abide by our Acceptable Use Policy
Your Feedback and Contributions. We love to receive your feedback about our Platform and to include your contributions in our resources where possible, such as adding your shared chart templates to our chart template library. To ensure we have the proper rights to do this, you grant Motusi a non-exclusive, royalty-free, worldwide, perpetual and irrevocable right and license to use your feedback and contributions, including incorporating them into the Platform and sharing them with other users. Please note that providing feedback or contributions does not make you an author, inventor or contributor of the Platform and does not entitle you to any compensation or to any ownership rights in the Platform.
Third-Party Services. We may offer integrations with third-party services that you may choose to use with our Platform. Please note that your use of such third-party services is governed by the legal terms of those third parties, and not by these Terms of Use. Motusi is not responsible for those third-party services.
Acceptable Use Policy
Users of our Platform are expected to behave responsibly and to show respect for our people, our intellectual property and the law. You agree to communicate with Motusi team members in a mutually respectful manner at all times.
In addition, you must not:
“frame” or “mirror” any content from our Platform on any other website or server;
post or transmit any material that is unlawful, harmful, defamatory, obscene, profane, discriminating, harassing, threatening, infringing of intellectual property, invasive of privacy rights, or otherwise objectionable;
harvest, scrape or otherwise collect information about others from our Platform, including names and email addresses;
probe, scan or test the vulnerability of the Platform or any web site, or breach the security or authentication measures of the Platform;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send on or through the Platform;
access or attempt to access another user’s account without their consent;
reverse engineer, disassemble or decompile the Mobile App, or attempt to discover or recreate the source code for the Mobile App or any portion of the Services; or
pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
Motusi is not responsible for Subscriber, Patient or Practitioner conduct. We neither monitor nor are responsible for in person or in-app misconduct.
Motusi reserves the right to suspend or terminate your use of any or all of the Platform, or take other appropriate remedial action, to address any inappropriate conduct or any violation or suspected violation of our Acceptable Use Policy or these Terms.
Subscribing
Subscription. You can subscribe to our Platform by signing up for one of our subscription plans and paying the applicable fees. Subscriptions run on an annual basis. Fees are charged monthly in advance in accordance with the billing information provided by you at the time of subscription. Admins (defined below) may update their Subscriber’s billing information or cancel their Subscriber’s subscription at least 30 days before their annual renewal through their account settings or by contacting us at support@Motusi.com. Except as set forth below under Termination, all fees are non-refundable. Subscriptions and fees may be increased to match increases in your platform usage over time.
Availability of the Services. Once a Subscriber has subscribed and paid, Motusi will make the Platform available to the Subscriber’s users (i.e, clinicians, staff, patients, individuals) for the subscription plan purchased. Motusi will make the Platform available in accordance with our Service Level Agreement; however, please note that Motusi cannot be responsible for any unavailability of the Services caused by circumstances beyond our reasonable control, such as internet outages or issues with your computer systems or devices.
Limitations. Our websites and resources are provided for general information about Motusi products and services. They may not always be accurate or complete and are not intended to provide legal advice. We recommend that Subscribers obtain their own guidance and advice with respect to regulatory and legal compliance. Content and resources on our websites may be varied or discontinued from time to time.
Subscriber Accounts
Admin. The person signing up for a subscription on behalf of a Subscriber is the “Admin” and will be authorized to administer the account for the Subscriber. This includes authorizing additional user accounts for clinicians and staff, and granting and revoking user access rights and permissions. All questions about a Subscriber’s subscription and its user account(s) should be directed to the Admin. A Subscriber may change its Admin through its account settings.
User Accounts. Subscribers and their users must provide accurate, current and complete information when creating their user accounts. Subscribers are responsible for all activities that occur under their user accounts and for any issues, claims or disputes arising out of the conduct of their users. Subscribers must take appropriate steps to protect their user accounts, including:
Requiring users to set strong passwords
Keeping user ID’s and passwords confidential
Not providing any false identity information to access the Services
Motusi will not be liable for any losses or damages caused by a Subscriber’s failure to maintain the confidentiality of its user accounts and its account credentials. If you discover or suspect any unauthorized access to or use of your Subscriber or user account, please reset your password immediately and notify us at support@Motusi.com.
Subscriber Data
Ownership and Control. Each Subscriber retains ownership and control of its patient data and all information collected, entered, created or otherwise provided by the Subscriber and its users in the course of using the Services (“Subscriber Data”). Subscribers may be referred to as a “Motusi Pro”, a “covered entity” or a “controller” depending on their location and the privacy laws applicable to them. Subscribers are responsible for ensuring that their collection and use of Subscriber Data complies with applicable laws and regulatory requirements.
Each Subscriber determines:
What Subscriber Data to collect;
How the Subscriber will use the Subscriber Data;
Which clinicians and staff have access to Subscriber Data;
How long the Subscriber will store Subscriber Data; and
On what basis the Subscriber will delete Subscriber Data.
Storage and Access. Motusi is a service provider to Subscribers and may be referred to as an “agent”, “business associate” or “processor” of the Subscriber. Motusi will keep Subscriber Data stored securely as described below under Security. Motusi will only access Subscriber Data at the request of a Subscriber or its users, or where needed in order to prevent or address technical problems affecting the Services or if required by law, regulation or court order. As we otherwise have no control over Subscriber Data, we are not responsible for incorrect, incomplete, lost or damaged Subscriber Data, except to the extent it is caused by our failure to meet our obligations under these Terms.
Questions About Subscriber Data. If you have any questions about your Subscriber Data, please contact your Admin. If an Admin has any questions about the management of Subscriber Data in the Services, the Admin may contact us at support@Motusi.com.
Anonymized/Aggregated Data. Motusi may use computer-generated algorithms to gather anonymous and aggregated information from Subscriber Data in order to assist in our continued development and improvement of the Services, and for research, data analysis, benchmarking, statistics or trend analysis. We will ensure that none of the information we gather identifies, or could be used to identify, any user or patient. Motusi may share such anonymized information with Subscribers and others, for example, by providing insights into most common conditions, most popular treatments or benchmarking fees against industry or regional norms.
Security
Safeguards. We are committed to protecting your privacy and security. Motusi will maintain industry-standard administrative, physical and technical safeguards to prevent the unauthorized access, use or disclosure of Subscriber Data processed through or stored in the Services. These safeguards include, but are not limited to, security policies and training for our personnel, access controls, minimum security certifications and practices for our data centers, PCI-compliant payment processors and encryption.
Security Features. The Services also contain features which allow you to further enhance the security of your Subscriber Data. For example, by establishing account access controls for each user; hidden passwords; Face-ID sign in and automatic log-out. Contact Us for assistance.
Security Breach. Motusi will notify affected Subscribers if Motusi determines that the security of the Platform has been breached and this results in Subscriber Data being accessed by or disclosed to an individual or entity who is not authorized to access or receive such information. Motusi will report to the affected Subscriber(s) on the corrective action being taken in response to such security breach and will reasonably cooperate with such Subscriber(s) in mitigating the effects of any lost or compromised Subscriber Data.
Your Responsibility. Subscribers and their users will notify Motusi immediately if they become aware of any unauthorized use of their account(s), of any user ID and password, or any other known or suspected breach of security.
Data Retention Policy
During Your Subscription Term. Our Platform is designed to retain, protect and preserve the integrity of Subscriber Data in order to assist our Subscribers with their regulatory and compliance obligations around patient records. As a result, we will not delete Subscriber Data during your subscription term, unless there is a regulatory or legal requirement to do so. If you have such a requirement, please have your Admin Contact Us.
Data Export. Subscribers may export their Subscriber Data and should do so prior to ceasing or terminating their use of our platform. Clinicians who change practices may also arrange for export of their patient data.
After Termination. When a subscription expires or is terminated, the account is deactivated. This means the account and any Subscriber Data associated with the account is no longer available for use and cannot be accessed through the internet. The account and its Subscriber Data will be retained in the event the Subscriber wishes to reactivate the account. We will store Subscriber Data securely and isolate it from any further processing while it is deactivated.
Admins may Contact Us with questions about their Subscriber Data. Please note that, in order to maintain strict security of Subscriber Data, we cannot take instructions from anyone other than the Admin.
Termination
Overdue Fees. If any fees are more than 30 days overdue, we may, without limiting our other rights and remedies, suspend or terminate access to the Platform until the overdue amounts are paid in full. We will provide at least 7 days prior notice that fees are overdue before we do this, and we will not exercise this right if the Subscriber is disputing the applicable fees reasonably and in good faith and is cooperating diligently to resolve the dispute.
Termination by Us. Motusi may terminate or suspend access to the Platform, or suspend or deactivate a Subscriber’s or a user’s account, if the Subscriber or user breaches any obligations under these Terms. Motusi may also terminate a Subscriber’s subscription if Motusi discontinues the Platform. We will use our best efforts to notify you in advance of any suspension or termination and help Subscriber’s retrieve their Subscriber Data; however, there may be some cases where we need to suspend access immediately in order to prevent harm to others.
Termination does not relieve a Subscriber of its obligation to pay fees for any period prior to the effective date of termination.
Legal Limits
Disclaimer. We want to provide great Services; however, there are certain things about the Services that we cannot promise. For example, Motusi cannot promise, and does not represent or warrant that:
The Services will meet your specific needs or requirements;
The Services will be uninterrupted, timely, 100% secure or free from errors, viruses or other defects; or
Information provided through the Services will be accurate, timely, complete or reliable.
You understand and agree that: (a) except as specifically provided in these terms, the services are provided “As Is” without warranty and that use of the services is at your sole risk; and (b) Motusi makes no representations or warranties of any kind, either express or implied, including, but not limited to, the implied warranties of fitness for a particular purpose, merchantability, quality or non-infringement.
Limitation of Liability. The total liability of either of us under these terms will be limited to the amount you paid to Motusi for use of the services in the three (3) month period preceding the date of the claim, or one hundred dollars ($100) if you have not had any payment obligation to Motusi.
No Indirect or Consequential Damages. Regardless of the above, neither of us will be liable, under any circumstances, for any indirect, special or consequential damages arising out of or in connection with the services, such as lost revenue or business interruption. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so this limitation may not apply depending on where you live.
Notices, Governing Law and Disputes
Notices. Motusi will provide Subscribers with notices, alerts and communications regarding the Services and these Terms electronically to the email address on file for your Admin. Admins may update their account information at any time by using their account settings. Any notice you are required or wish to provide to Motusi may be provided to the contacts shown below under Contact Us.
Governing Law. The Services are provided by Motusi from its offices in Portland, OR. All matters relating to access to and use of the Services will be governed by the laws of the state of Delaware.
Disputes. In the event of a dispute, we both agree to try to settle the dispute through consultation and negotiation in good faith and a spirit of mutual cooperation. We may also agree to use some form of non-binding alternative dispute resolution, such as mediation. If we are unable to resolve the dispute within 60 days after it first arose, we will resolve the dispute by binding arbitration before a single arbitrator with relevant experience.
Contact Us
If you have any questions regarding the Services or these Terms, please contact us at the contact information shown below. We will make every effort to answer your questions.
Motusi Corporation
Attn: Compliance Officer
1714 NW Overton St, Suite 2A
Portland, OR 97209
By email: support@Motusi.com
By visiting this page on our website: https://motusi.com/connect