Last Updated: July 2026
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 and, where applicable, the DPA Terms (as defined in Section 6).
"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" The Contracting Entity identified in the applicable Service Agreement shall be the contracting party under this Agreement. Contracting Entity means either Motives Inc. or BTRT Ltd, as specified in the applicable Service Agreement.
"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 a Service Agreement.
"Customer Data" means all data, information, content, files, and participant lists supplied by Customer or its Authorized Users through the Services, together with all data generated through Customer's use of the Services, including recordings, transcripts, and Research Outputs, but excluding Motives' Confidential Information and the Platform.
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; (e) not reverse engineer, decompile, or attempt to derive the source code of the Platform; and (f) ensure that, in respect of any personal data, participant lists, or contact details Customer provides or uploads to the Platform, Customer has a lawful basis for the processing contemplated by this Agreement, has provided all required privacy notices to, and obtained any required consents from, the individuals concerned.
3.1 Acceptable Use: Customer shall not, and shall ensure its Authorized Users do not: (a) use the Services to harass, deceive, or cause harm or distress to research participants; (b) collect special categories of personal data (including health, biometric, or data concerning children) through the Services without Motives' prior written agreement; (c) upload malicious code or attempt to interfere with, probe, or circumvent the security or operation of the Platform or its AI systems; (d) use the Services to develop a competing product or service; (e) share account credentials or resell access to the Services without Motives' written consent; or (f) use the Services in breach of applicable laws, including market research codes of conduct and the terms of any participant panel provider.
3.2 Suspension: Motives may suspend Customer's or any Authorized User's access to the Services, in whole or in part, immediately where Motives reasonably believes that:
(a) Customer has breached this Agreement or is using the Services in a manner that poses a security, legal, or operational risk to the Platform, Motives, other customers, or research participants;
(b) suspension is required to comply with applicable law, regulation, court order, or the requirements of a participant panel provider or third-party service provider; or
(c) continued access could adversely affect the integrity, availability, or security of the Services.
Motives will, where reasonably practicable, notify Customer of the suspension and restore access promptly once the underlying issue has been resolved. Suspension is without prejudice to any other rights or remedies available to Motives.
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 initial term of each Service Agreement shall be twelve (12) months from the effective date, unless otherwise specified in the Service Agreement. Service Agreements do not renew automatically; any renewal shall be agreed by the parties in a new or amended Service Agreement.
Notwithstanding the expiry of a Service Agreement, these Terms shall continue to apply for as long as Customer or any Authorized User retains access to, or continues to use, the Platform or any Services, including any post-term access Motives may permit at its discretion.
Customer Data Ownership: Customer retains all right, title, and interest in and to Customer Data, subject in the case of Research Outputs to Section 8.
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.
AI Training: Motives will never use Customer Data — whether in identifiable, anonymized, or aggregated form — to train, fine-tune, or otherwise improve any artificial intelligence or machine-learning model, and shall ensure that its Subprocessors are contractually prohibited from doing so. For the avoidance of doubt, the permitted use of anonymized and aggregated data described above does not include AI model training.
Security: Motives shall implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect Customer Data.
Data Processing: To the extent that Motives processes Personal Data on Customer's behalf, the data processing terms available at www.motives.ai/dpa (the "DPA Terms"), as in effect on the effective date of the applicable Service Agreement, are incorporated into and form part of this Agreement.
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: Motives may identify Customer as a customer in its marketing materials unless Customer has notified Motives in writing that it objects to such use. Motives shall comply with Customer’s reasonable trademark usage guidelines upon written notice.
Research Outputs: Subject to payment of all applicable fees, Customer owns all right, title, and interest in the reports, transcripts, recordings, analyses, and other deliverables generated specifically for Customer through the Services ("Research Outputs").
Notwithstanding the foregoing, Motives retains ownership of the Platform, the Services, all underlying software, artificial intelligence systems, algorithms, models, methodologies, templates, documentation, know-how, and all improvements thereto, together with all intellectual property rights therein. Nothing in this Agreement transfers ownership of Motives' intellectual property.
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.
Except as expressly set out in this Agreement or the applicable Service Agreement, the Services are provided on an "as available" basis and Motives disclaims all implied warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.
Customer Indemnity
Customer shall defend, indemnify, and hold harmless Motives, its affiliates, officers, directors, and employees against any third-party claim, loss, damage, liability, cost, or expense (including reasonable legal fees) arising out of or relating to:
(a) Customer Data;
(b) Customer's breach of this Agreement;
(c) Customer's unlawful or unauthorized use of the Services; or
(d) Customer's infringement of any third-party rights.
Motives Indemnity
Motives shall defend, indemnify, and hold harmless Customer from any third-party claim that the Platform, when used in accordance with this Agreement, infringes any copyright, patent, or trademark.
Motives shall have no liability to the extent the claim arises from:
(i) Customer Data;
(ii) modifications made by Customer or a third party;
(iii) use of the Platform in combination with products or services not supplied by Motives;
(iv) Customer's use of the Platform other than in accordance with this Agreement.
The indemnified party shall promptly notify the indemnifying party of any claim, provide reasonable cooperation, and permit the indemnifying party to control the defence and settlement of the claim, provided that no settlement admitting liability or imposing obligations on the indemnified party may be entered into without that party's prior written consent.
NOTHING IN THIS AGREEMENT LIMITS EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION, CUSTOMER’S PAYMENT OBLIGATIONS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 (CUSTOMER INDEMNITY), OR ANY LIABILITY THAT CANNOT BE LIMITED BY LAW.
FOR CLAIMS ARISING FROM A BREACH OF CONFIDENTIALITY (SECTION 7), A BREACH OF THE DPA TERMS OR DATA PROTECTION LAWS (AS DEFINED IN THE DPA TERMS), OR MOTIVES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, EACH PARTY’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED TWO (2) TIMES THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
FOR ALL OTHER CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF $10,000 OR THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, OR DATA. MULTIPLE CLAIMS ARISING FROM THE SAME OR RELATED FACTS, CIRCUMSTANCES, EVENTS, OR SERIES OF CONNECTED EVENTS SHALL BE TREATED AS A SINGLE CLAIM FOR THE PURPOSES OF THIS SECTION.
Either party may terminate this Agreement with immediate effect on written notice if the other party: (a) commits a material breach of this Agreement and, where the breach is capable of remedy, fails to remedy it within thirty (30) days of written notice; or (b) becomes insolvent, enters administration or liquidation, or makes an arrangement with its creditors. Upon termination, unused credits will not be refunded, Customer's right to access the Services shall immediately cease, except to the extent Motives makes available any limited post-termination access for the retrieval of Customer Data or Research Outputs. Motives shall delete or return Customer Data in accordance with the DPA Terms or, where the DPA Terms do not apply, upon Customer's written request within sixty (60) days, unless retention is required by applicable law.
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 publishing a revised version on its website (www.motives.ai/terms). Updated Terms shall apply only to Service Agreements entered into or renewed after the effective date of the revised Terms unless the changes are required by applicable law or relate solely to operational, security, or administrative matters that do not materially diminish Customer's rights under this Agreement.
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.
Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, government action, labour disputes, power or internet failures, or failures of third-party hosting or infrastructure providers. The affected party shall promptly notify the other and use reasonable efforts to mitigate the delay. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Service Agreement on written notice, and Motives shall refund any prepaid fees for Services not delivered.
Survival: Any provision of this Agreement that by its nature should survive termination or expiry shall so survive, including Sections 4 (Fees and Payment, in respect of amounts accrued), Section 6 (Data Protection and Security), 7 (Confidentiality), 8 (Intellectual Property), 10 (Indemnification), 11 (Limitation of Liability), 12 (Termination, in respect of post-termination obligations), and 13 (General Provisions, including Governing Law).
Order of Precedence: In the event of conflict, the following order of precedence applies: (1) the DPA Terms, with respect to the processing of personal data and matters of data protection; (2) the Service Agreement, but only where it expressly states that it varies a specific provision of these Terms; and (3) these Terms.
Severability: If any provision of this Agreement is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.
Waiver: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
AI Outputs: Customer acknowledges that artificial intelligence may produce inaccurate or incomplete outputs and is responsible for reviewing and validating Research Outputs before relying upon them for commercial, legal, financial, regulatory, or business decisions.
Notices: All notices shall be in writing and deemed given when delivered by email to the addresses specified in the Service Agreement.
Third-Party Rights: A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement.
Beta Features: Motives may make beta, preview, early access, or trial features ("Beta Features") available from time to time. Beta Features are provided for evaluation purposes only, may be modified, suspended or withdrawn at any time, and are provided "as is" without any warranty or service level commitment. Unless expressly stated otherwise, Beta Features are excluded from any service levels or support commitments contained in the applicable 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.
