These Terms of Use ("Terms") are entered into by and between either BTRT Ltd (registered in England and Wales) or Motives Inc. (incorporated in Delaware), each trading as Motives ("Motives," "we," "us," or "our"), and the entity identified in the Service Agreement ("Customer," "you," or "your"). US-based customers will contract with Motives Inc., while all other customers will contract with BTRT Ltd. These Terms govern Customer's access to and use of the Motives platform and services.
"Agreement" means these Terms together with any Service Agreement.
"Authorized Users" means Customer's employees and contractors authorized to use the Services.
"Confidential Information" means any non-public information disclosed by either party, including but not limited to business plans, customer data, and technical information.
"Contracting Entity" means Motives Inc. for US-based customers and BTRT Ltd for all other customers.
"Service Agreement" means the ordering document specifying Services, fees, and subscription term.
"Platform" means Motives' proprietary AI-powered consumer research platform.
"Services" means the services provided through the Platform as specified in an Service Agreement.
Subject to the terms and conditions of this Agreement, Motives grants Customer a limited, non-exclusive, non-transferable license to access and use the Platform solely for Customer's internal business purposes during the subscription term.
Research results reflect participant feedback only and do not guarantee market performance.
Customer shall: (a) be responsible for all activities that occur under its account; (b) ensure all Authorized Users comply with this Agreement; (c) maintain the confidentiality of all user credentials; (d) use the Services only for lawful business purposes; and (e) not reverse engineer, decompile, or attempt to derive the source code of the Platform.
Customer shall pay the fees set forth in the Service Agreement. Unless otherwise specified in the Service Agreement, payment terms are net thirty (30) days from invoice date. Fees are exclusive of all taxes, which Customer shall pay in addition to the fees. Motives may suspend Services for non-payment after ten (10) days' written notice.
The term of the agreement shall be 12 months, unless otherwise specified in the Service Agreement.
Customer Data Ownership: Customer retains all right, title, and interest in and to any data uploaded to the Platform ("Customer Data").
Permitted Use: Motives may use Customer Data solely to provide the Services and, in anonymized and aggregated form that does not identify Customer or any individual, to improve its services and for analytical purposes.
Security: Motives shall implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect Customer Data.
Data Processing: To the extent Motives processes personal data on Customer's behalf, the data processing terms set forth at www.motives.ai/dpa ("DPA Terms") are hereby incorporated by reference and shall apply. The DPA Terms form part of this Agreement as of the Service Agreement execution date.
Motives' current list of Subprocessors is available at www.motives.ai/subprocessors and may be updated from time to time in accordance with the DPA Terms.
Each party shall: (a) maintain the confidentiality of the other party's Confidential Information; (b) not use such Confidential Information except as necessary to perform under this Agreement; and (c) not disclose such Confidential Information to third parties. These obligations shall not apply to information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) was rightfully known by the receiving party prior to disclosure; or (iii) must be disclosed pursuant to legal requirements.
Motives IP: Motives retains all right, title, and interest in and to the Platform and Services, including all intellectual property rights therein.
Feedback: Customer grants Motives a perpetual, worldwide, royalty-free license to use any suggestions or feedback regarding the Services.
Marketing Rights: Customer grants Motives the right to use Customer's name and logo in Motives' marketing materials and customer lists. Motives shall comply with Customer's reasonable trademark usage guidelines upon written notice.
Each party represents and warrants that: (a) it has full corporate right, power, and authority to enter into this Agreement; (b) execution of this Agreement will not violate any other agreement to which it is bound; and (c) it shall comply with all applicable laws and regulations.
THE SERVICES ARE PROVIDED "AS IS" AND MOTIVES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Customer shall defend, indemnify, and hold harmless Motives from any third-party claims arising from: (a) Customer's use of the Services; (b) Customer Data; or (c) Customer's breach of this Agreement. Motives shall defend, indemnify, and hold harmless Customer from any third-party claims that the Platform infringes any patent, copyright, or trademark.
EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S LIABILITY EXCEED THE GREATER OF $10,000 OR THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.
You may terminate the Agreement at any time by giving us no less than seven (7) days’ written notice. Refunds will not be given for unused credits. Upon termination, Customer's access to the Services shall cease and Motives shall, upon Customer's written request, delete or return Customer Data within sixty (60) days.
Entire Agreement: This Agreement (including, for the avoidance of doubt, the Service Agreement) constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter hereof.
Amendments: Motives may update these Terms from time to time by posting a revised version at www.motives.ai/terms. Continued use of the Services after such updates constitutes acceptance of the revised Terms. However, material changes will not apply retroactively and will become effective no sooner than 30 days after notice.
Governing Law: If the Contracting Entity is BTRT Ltd, this Agreement shall be governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts. If the Contracting Entity is Motives Inc., this Agreement shall be governed by the laws of the State of Delaware (without regard to conflict of law principles), and the parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware.
Assignment: Customer may not assign this Agreement without Motives' prior written consent. Motives may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets.
Notices: All notices shall be in writing and deemed given when delivered by email to the addresses specified in the Service Agreement.
BTRT Ltd (trading as Motives)
Company Registration No: 14530951
Email: hello@motives.ai
Address: 9th Floor, 107 Cheapside, London EC2V 6DN
Motives Inc (trading as Motives)
Delaware Corporation
Email: hello@motives.ai
Address: 1111B S Governors Ave #40281 Dover, DE 19904
By executing a Service Agreement Customer acknowledges that it has read, understood, and agrees to be bound by these Terms.
