These Terms of Service (the “Terms”) form a legally binding agreement between Motorica AB (“Motorica”) and any individual or legal entity (the “Customer”) using the Service (as defined below) provided by Motorica. Motorica and the Customer may each be referred to as a “Party”and collectively as the “Parties”. Motoricas offers an AI-driven generative animation platform, which enables the Customer to perform a range of tasks related to motion synthesis and analysis (the “Service”). By signing up on the website (https://app.motorica.ai/) (the “Website”) and using the Service, the Customer warrants that it has read and understood the Terms. The Customer also warrants to Motorica that it has the authority and legal capacity to enter into a legally binding agreement with us. If the Customer does not agree to these Terms or is an individual under the age of 18 (or the age of legal majority where they live) it must not create an account or use the Service.
1 General
1.1 The Service. Upon registration on the Website, the Customer will gain access to the Service, with the level of access determined by the type of account they choose. Customers can register for a free account to access the basic version of the Service (the “Free Version”) or, in order to get access to more advanced features, Customers can subscribe to a paid account (the “Paid Subscription”). Further details regarding the various subscription options are available on the Website.
1.2 Performance of the Service. Motorica shall perform all parts of the Service in a professional manner in accordance with the provisions of these Terms and with the skill and care which the Customer has reason to expect from a well-reputed company in the industry. Motorica shall retain qualified personnel suitable for the purpose.
2 Granted rights and use of the Service
2.1 Use of the Service. Subject to and conditional upon the Customer’s compliance with these Terms and, as applicable, the payment of fees for the Paid Subscription, Motorica hereby grants to the Customer and its Authorized Users (as defined below) anon-exclusive, non-transferable right to access and use the Service.
2.2 Authorized Users. Only Customers, and in the case of business entities, those employees,consultants, contractors, or agents of the Customer who are authorized by the Customer to use the Service in support of the Customer’s business operations,and who have been given user logins and passwords by the Customer (“Authorized Users”), may access and use the Service.
2.3 Unauthorized access. The Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Service and is responsible for maintaining the security of their account and account credentials. The Customer shall promptly notify Motorica in the event of any unauthorized access or use.
2.4 Restrictions. The Customer shall neither fully nor partially (i) modify or copy the Service; (ii) translate, reverse engineer, decompile, disassemble, or create derivative works; or (iii) assign, rent, lend or otherwise distribute the Service.
2.5 Customer's compliance. The Customer agrees to use the Service in compliance with all applicable local, state, national, and international laws,rules, and regulations. This includes, but is not limited to, laws related to data protection, intellectual property, privacy, and communications. The Customer acknowledges that it is their responsibility to ensure that their use of the Service does not violate any applicable laws or regulations.
3 Service availability and support
3.1 Service availability. Motorica will use commercially reasonable efforts to make the Service available to the Customer 24 hours a day, 7 days a week. However, Motorica does not warrant that the Service will be uninterrupted or error-free. The Service is provided"as is", and Motorica disclaims all warranties, express or implied, including any warranties of accuracy, uptime, delivery time, completeness, correctness, merchantability, or fitness for any particular purpose.
3.2 Interruptions caused by Customer. Motorica is not liable for unavailability of the Service caused by theCustomer’s actions or use of the Service in conflict with these Terms or Motorica’s instructions.
3.3 Interruptions caused by third party. Motorica is not liable for late access to the Service due to external attacks causing viruses or harm despite Motorica having applied industry standard protection mechanisms, nor by disturbances in internet or cloud provider infrastructure, or other failures caused by unavailability of a third-party service.
3.4 Maintenance, changes and updates. Motorica continuously enhances the Service and may occasionally need to perform maintenance. Therefore, Motorica reserves the right to update, amend, and modify the Service, provided that such updates do not materially and adversely affect its performance or functionality. If the changes result in the Customer not receiving the full value of the Service, the Customer has the right to request termination of their account in accordance with section 11.1 below. Motorica will provide reasonable notice to the Customer of any scheduled maintenance via channels such as Discord and the Website.
3.5 Limitation of access. Motorica reserves the right to restrict or terminate access to the Service if its use poses harm or potential harm to Motorica, its customers, or third parties. Motorica will inform the Customer of any such access limitations as promptly as possible.
3.6 Support. The Customer can reach out to Motorica for support at any time via email at info@motorica.ai or via the Discord. Please be aware that the support team operates in the CET time zone and may not be able to provide immediate assistance.
4 Payment terms
4.1 Fees. Customers with a Paid Subscription shall pay the fees as specified on the Website. All fees and charges are set out exclusive of value added tax (VAT) and other additional taxes and charges. Unless otherwise expressly agreed, payment obligations are non-cancellable, and fees, once paid, are non-refundable. Motorica does not provide refunds for returning a purchased subscription, credits for any partially used or unused subscription, or credits by reason of the Customer’s dissatisfaction with the Service.
4.2 Payment options. The Customer may pay by credit card through a third-party payment service, provided specific circumstances Motorica can choose to approve payment via invoice.
4.2.1 Credit card payments. Credit card payments will be processed through BrightMarket LLC dba FastSpring Limited. By providing credit card information, the Customer authorizes the service provider to charge the credit card for all fees incurred during the billing cycle. Charges will be made on a monthly basis, unless otherwise agreed upon in writing. In the event of a failed transaction, the Customer will be notified and must provide an alternative payment method within seven (7) days to avoid service interruption.
4.2.2 Invoicing. Invoices for the Service are issued upon the start of the subscription period and then monthly. Payment must be made within thirty (30) days upon receipt of the invoice. In the event the Customer fails to make payment on due date, Motorica shall be entitled to charge for payment reminders, collection charges and late payment interest. Late payment shall carry interest according to the Swedish Interest Act (1975:635) (Sw. Räntelagen) on the outstanding amount until full payment has been made.
4.3 Adjusting Fees. Motorica reserves the right to adjust the prices for the Service. If prices change, Motoricawill notify the Customer at least thirty (30) days in advance. Price changes will take effect at the beginning of the next billing cycle following the date of the change. By continuing to use or access the Service after the price changes come into effect, the Customer agrees to the new prices.
4.4 Invoice objections. Invoice objections must be presented in writing no later than twenty (20) business days after the date of invoice. Even if an objection has been raised within such period, the Customer shall pay the undisputed part of the invoiced amount by the due date.
5 Intellectual property rights
5.1 Ownership. Ownership of and all Intellectual Property Rights (as defined below) in the Service, including any derivatives, enhancements, or improvements, are exclusively vested in Motorica and, where applicable, its suppliers or licensors. Nothing in these Terms or any agreement between the Parties shall be interpreted as transferring or assigning any Intellectual Property Rights in the Service from Motorica to the Customer. “Intellectual Property Rights”shall mean any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, design right, database right, topography right, trademark, servicemark, the right to apply to register any of the aforementioned rights, trade secret, right in unpatented know-how and any other intellectual property right, in any part of the world.
5.2 Customer Data. When using the Service, the Customer may upload or provide various material and documentation ("Customer Data") to Motorica. The Customer retains sole ownership and control over all rights, title, and interest in any Customer Data uploaded, posted,transmitted, or otherwise made available to Motorica. The Customer grants Motorica a perpetual, worldwide, non-exclusive, sublicensable, royalty-free, irrevocable copyright license to use, process, access, modify, reproduce, display, copy,and store Customer Data for the purpose of providing, developing, and improving the Service. This license includes the right for Motorica to share CustomerData with third-party service providers as necessary to operate the Service,including but not limited to analytics tools, communication services, and other operational needs. By uploading Customer Data, the Customer warrants that they own the Customer Data or are authorized to upload and distribute it. Motorica will not monitor the legality of the Customer Data provided and/or distributed.
5.3 Disclaimer. Motorica employs commercially reasonable security measures to protect Customer Data; however, Motorica shall not be liable for any loss of Customer Data.
5.4 Assets. The final output of the Service will result in various assets, such as motion synthesis files and animations, which will be available to the Customer through the Service ("Assets"). By using the Service, the Customer agrees that, if there are any copyright or related intellectual property rights in the Assets created through the use of the Service, these rights are immediately and exclusively assigned to Motorica upon their creation. This assignment grants Motorica the exclusive rights to use, distribute, modify, and sublicense these Assets without limitation. The Customer acknowledges and agrees that they will not retain any copyright, ownership, or related intellectual property rights in Assets that have and will be created or any adaptive work thereof, as these rights are fully transferred to Motorica.5.4.1 Paid Subscription. Subject to and conditional upon the Customer’s compliance with these Terms and payment of all applicable fees, the Customer is granted a limited, non-exclusive, non-transferable, and revocable license to use the Assets for commercial purposes. The Assets remain the property of Motorica, and this license does not transfer any ownership rights to the Customer. Assets produced under a Paid Subscription may continue to be used commercially even after the termination of the Service, provided the termination is not due to a breach of these Terms. However, any new Assets produced after the termination of the Service will not be covered by the commercial license.
5.4.2 Free Version. Customers using the Free Version are granted a limited, non-exclusive, non-transferable, and revocable license to use the Assets created under the Free Version solely for personal,non-commercial purposes. Under no circumstances may these Assets be used commercially, sublicensed, or otherwise distributed, including in games, films,or any other commercial productions. This restriction remains in effect even if the Customer unsubscribes from the Service. Should the Customer later upgrade to the Paid Subscription, any Assets previously created under the Free Version of the Service are not eligible for commercial use and cannot be included in the new license. 5.5 Anonymized data. Motorica shall have the right to anonymize any and all data collected from the Customer in connection with the use of the Service. The anonymization procedure shall be sufficient to ensure that no data can be converted back to personal data or to the Customer’s proprietary information.
5.6 Know-how and other data. Motorica shall have the perpetual right to freely utilize all know-how,statistics, anonymized data, and publicly available information derived from the Service and Assets. This includes aggregated usage data, such as analytics data, usage data, log file data, and any anonymized data generated from the Customer’s use of the Service. Motorica may use this information to optimize and enhance its services, including but not limited to training its algorithms and models.
5.7 Use of Assets for Marketing. If the Customer creates Assets through the use of the Service under a Paid Subscription, Motorica reserves the right to identify the Customer as a client and reference the Customer’s Assets, name, and logo in its marketing and promotional materials. This right is granted solely for the purpose of promoting Motorica’s Service and does not imply any endorsement or partnership by the Customer.
5.8 Opt-out. The Customer may request to opt out of your Customer Data being used by us to improve and market the Service, by completing this online form. Your Customer Data will no longer be used to improve and market our Service once the request has been processed by our team, but does not affect any uses of (or materials resulting from uses of) your Customer Data prior to that date.
6 Copyright infringement notification
Motorica exclusively uses its own proprietary data or properly licensed data for machine learning training. However, if the Customer believes that content available on the Website infringes one or more of their copyrights, they may submit a written notification ("Takedown Notice") containing the following information to info@motorica.ai:
· A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
· Identification of the copyrighted work claimed to have been infringed;
· 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 Motorica to locate the material;
· A statement that the Customer 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 Customer is authorized to act on behalf of the copyright owner.
Upon receipt of a valid Takedown Notice, Motorica will remove or disable access to the allegedly infringing material and take reasonable steps to notify the alleged infringer
7 Confidentiality
7.1 Use of Confidential Information. In connection with the use of the Service, one party ("Disclosing Party") may disclose or make available Confidential Information (as defined below) to the other party ("Receiving Party"). The Receiving Party agrees not to disclose any Confidential Information to third parties during the term of the Service and for a period of five (5) years following its termination. This obligation applies to all Confidential Information received from the Disclosing Party or generated during the performance of the Service.
7.2 Confidential Information. "Confidential Information" refers to any information – whether technical,commercial, or of any other nature – disclosed by the Disclosing Party,regardless of whether such information has been documented, except for information that:
(i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to being disclosed or made available in connection with the use of the Service;
(ii) was or becomes generally known to the public through no fault of the Receiving Party or its representatives;
(iv) can be demonstrated by written or other documentary evidence to have been independently developed by the Receiving Party without reference to or use of any Confidential Information.
(iv) can be demonstrated by written or other documentary evidence to have been independently developed by the Receiving Party without reference to or use of any Confidential Information.
7.3 Removal of Confidential Information. Upon termination of the Service, the Customer shall be responsible for deleting anyConfidential Information they have received, uploaded or provided to Motorica
7.4 Survival. The obligations in this section shall survive the termination of the use of the Service.
8 Privacy
To provide the Service and the Website, Motorica needs to obtain and process certain personal information. The Customer can read about how Motorica processes personal data, and what rights individuals have whose personal data Motorica processes (e.g. right to deletion), in the Privacy Policy.
9 Indemnification
The Customer agrees to indemnify, defend, and hold harmless Motorica, its affiliates, officers, directors, employees, agents,and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) thatMotorica may incur as a result of or arising from (i) the Customer's use of the Service, (ii) the Customer's violation of these Terms, (iii) the Customer's violation of any rights of another, or (iv) any data uploaded, posted, transmitted, or otherwise made available by the Customer through the Service.
10 Warranties and limitation of liability
10.1 Warranty. Except for what has been expressly set out in these Terms, Motoricagrants no other warranties regarding the Service, including quality,correctness, performance use, use or suitability for certain use.
10.2 Limitation of liability. The Parties’ liability hereunder is limited as follows:
(i) Neither Partys hall be liable for consequential or indirect losses, such as lost profits, diminished production, costs of retaining another provider, costs of equipment and similar costs or losses.
(ii) In no event shall Motorica’s total aggregated liability for any damages arising from or in connection with this Agreement exceed the fees paid by Customer for the Service during the six (6) previous months.
(iii) The limitation of liability in subclause (i)-(ii) above shall not apply in case of wilful misconduct or gross negligence, or in case of breach of Clause 5 (Intellectual Property Rights) or Clause 6 (Confidentiality).
11 Term and termination
11.1 Term. These Terms shall remain effective until the Service is terminated by either Party. For Customers using the Free Version, these Terms shall remain in effect until the Customer ceases to use the Service. For Customers with a PaidSubscription, termination is permitted by providing 30 days' written notice to Motorica,unless both Parties mutually agree to terminate, or in the event of a breach as outlined in section 11.2.
11.2 Termination for cause. Each Party has the right to terminate theService with immediate effect:
(i) if the other Party has committed a material breach and does not remedy the same no later than thirty (30) business days from notification requiring the defaulting Party to remedy the same; or
(ii) the other Party should become bankrupt, enter into liquidation or become insolvent.
11.3 Notice. Notice of termination must be sent to the other Party in writing.
11.4 Cease use of the Service. Upon termination, the Customer shall immediately cease all use of the Service. All unpaid fees for the Service provided by Motorica until the date of termination shall be payable, irrespective of the cause of termination. Motorica shall invoice the Customer for all unpaid fees within ten (10) business days from termination.
12 Miscellaneous
12.1 Waiver. No consent or waiver expressed or implied, by either Party of any breach or default of the other Party in performing its obligations under these Terms shall be deemed or construed to be a consent or waiver of any other breach or default by the other Party of the same or any other obligation hereunder.
12.2 Entire agreement. These Terms constitute the entire agreement between the Parties with respect to its subject matter, and supersede all prior agreements, proposals,negotiations, representations or communications relating to the subject matter.
12.3 Assignment. The Customer may not wholly or partly assign or pledge its rights and/or obligations under these Terms to any third party without the prior written approval of Motorica. Motorica reserves the right to assign or delegate these Terms, in whole or in part, to any third party, including in the event of are organization or acquisition.
12.4 Changes to the Terms. Motorica may modify these Terms at any time. In the event of changes that are not minor and may affect a Customer with the Paid Subscription, they will be notified via email, provided that the Customer has supplied a valid email address. Motorica will then inform the Customer that it is important to object and how to do so if they do not approve of the changes. The latest version of the Terms will be available on the Website.
12.5 Severability. If any provision of these Terms or part thereof is held invalid, this shall not affect the remaining provisions of these Terms, unless the obligations of a Party hereto without the invalid part of the Terms are or will become unreasonably onerous.
12.6 Force majeure. Except with respect to the Customer’s payment obligations under these Terms rendered prior to the commencement of a force majeure event,notwithstanding any other provision of these Terms, neither Party shall be liable to the other Party for any delay or failure in performance of theseTerms to the extent such delay or failure is caused by fire, flood, explosion,accident, war, strike, embargo, governmental requirement, civil or military authority, inability to secure materials or labour, or any other causes beyond its reasonable control. Any such delay or failure shall suspend these Terms until the force majeure event ceases.
12.7 Governing law and disputes. These Terms and the Parties’ legal relationship in general shall be governed by the substantive law of Sweden. In the event of a dispute arising out of or relating to these Terms, the Parties agree to first attempt to resolve the dispute through friendly consultation. If the dispute is not resolved within reasonable time, any dispute, controversy or claim arising out of or in connection with these Terms, or the breach,termination, or invalidity thereof, shall then be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce, provided that the amount in dispute exceeds SEK 20,000. For disputes involving amounts below this threshold, the Parties agree to resolve the matter through mediation or other alternative dispute resolution methods. The seat of arbitration shall be Stockholm. The arbitration proceedings shall be conducted in English, unless otherwise agreed between the Parties.
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