THIS TERMS OF USE AGREEMENT (the "Agreement") constitutes a legally binding agreement by and between motionfarm LLC, a limited liability company organized under the laws of Wyoming, United States of America ("motionfarm.io" or "Company"), and the client, whether personally or on behalf of an entity ("Client"), with regard to access and use of motionfarm LLC's website: motionfarm.io (the "Website") and any related services, platforms, tools, media forms, channels, mobile websites, or mobile applications (collectively, the "Services").
By accessing the Website or engaging the Services, the Client agrees to adhere to all terms and conditions set forth herein. Failure to agree and adhere to all of the terms, conditions, and obligations contained in this Agreement results in the express prohibition of the Client's use of the Website and Services, and the Client is directed to discontinue use immediately. Any ongoing obligations for payment to motionfarm.io for services rendered will remain in effect.
In addition to terms defined elsewhere in this Agreement, the following definitions apply:
Design Services include, but are not limited to: graphic design, brand identity and visual systems, motion graphics and animation, UI/UX design, marketing collateral, social media assets, and presentation design. Design Services may be provided under a Subscription or on a Project basis.
Development Services include, but are not limited to: web application development, mobile application development, landing pages and interactive websites, software prototyping and MVP development, and front-end/back-end development. All Development Services are produced using AI-Assisted methodologies. The Client acknowledges and agrees that:
Services are delivered under one of the following models:
Unless otherwise indicated, the Website is the exclusive property of motionfarm.io. All Content and Marks are owned and controlled by motionfarm.io and are protected under the copyright and trademark laws of Wyoming, United States of America, as well as applicable foreign jurisdictions and international conventions. The Content and Marks are provided on an "As-Is" basis for the Client's informational and personal use only. No portion of the Website or Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without the prior express written consent of motionfarm.io.
All design work and original source files created on the Client's behalf under Design Services are the exclusive property of the Client upon full payment. The Client shall retain sole ownership of the copyright for all such Deliverables. In the event that any legal principle would otherwise vest ownership in motionfarm.io, motionfarm.io irrevocably assigns all rights, title, and interest in the design Deliverables to the Client without limitation.
For Deliverables produced under Development Services:
The Client warrants that all materials provided to motionfarm.io for incorporation into any Task or Project are owned by the Client or properly licensed, and do not infringe upon any third-party rights, including intellectual property rights and rights of publicity. The Client shall indemnify motionfarm.io against any claims arising from the Client's materials.
If a Task includes fonts not owned by motionfarm.io that require a commercial license for legal reproduction, distribution, or public display ("Third-Party Fonts"), motionfarm.io will notify the Client in writing. This notification will detail the specific Third-Party Fonts used and provide information necessary for the Client to obtain the required licenses. Once notified, the Client assumes full responsibility for acquiring the appropriate licenses.
Deliverables—particularly those produced under Development Services—may incorporate third-party software libraries, frameworks, packages, APIs, and other components, each subject to their own license terms (including open-source licenses such as MIT, GPL, Apache, and others). motionfarm.io will:
The Client assumes full responsibility for: reviewing and complying with all third-party license terms; maintaining, updating, and patching third-party dependencies after delivery; and any consequences arising from the use of third-party components in production.
The Client acknowledges that AI-Assisted Services utilize third-party AI platforms and tools, each governed by their own terms of service. motionfarm.io does not control these platforms and is not responsible for changes to their terms, availability, or output quality. The Client agrees that motionfarm.io shall not be liable for any limitations, restrictions, or issues arising from third-party AI platform terms or policies.
As part of applicable Subscription plans, motionfarm.io will assign a Dedicated Expert to the Client. The Dedicated Expert possesses specialized knowledge in healthcare, tech, and life sciences marketing, and will assist the Client in maximizing the value of their Subscription.
The terms of the Dedicated Expert engagement are as follows:
By using the Website and engaging the Services, the Client represents and warrants that:
For all Development Services, the Client is solely responsible for:
Upon delivery of any Deliverable, the Client shall have a period of fourteen (14) calendar days (the "Acceptance Period") to review and test the Deliverable. The Client must notify motionfarm.io in writing of any deficiencies, errors, or non-conformities within the Acceptance Period. If the Client fails to provide written notice of rejection within the Acceptance Period, the Deliverable shall be deemed accepted. Upon acceptance, motionfarm.io's obligation to correct deficiencies in the accepted Deliverable is limited to the scope of the original specifications.
The Client agrees to use the Website and Services solely for the purposes for which they are provided. The Client agrees not to:
The Client acknowledges and agrees that any questions, comments, suggestions, or other feedback (each a "Submission") provided to motionfarm.io—other than materials governed by Section 3 (Intellectual Property Rights)—shall become the property of motionfarm.io. motionfarm.io may use, disclose, or disseminate Submissions for any lawful purpose without requiring permission, acknowledgment, or compensation to the Client. The Client warrants that they have the right to make each Submission and waives any claims against motionfarm.io regarding its use.
Subscription fees are billed on a recurring basis according to the billing cycle selected by the Client. The Client authorizes motionfarm.io to charge the Client's designated payment method for all applicable fees. Subscription fees are non-refundable except as expressly provided in Section 10. Unused capacity does not roll over between billing periods unless otherwise specified in the applicable service plan.
Project-based engagements are billed according to the payment schedule set forth in the applicable SOW. Unless otherwise agreed, a non-refundable deposit of fifty percent (50%) of the total Project fee is due before work commences. The remaining balance is due upon completion or according to milestone payments specified in the SOW.
Invoices not paid within fifteen (15) calendar days of the due date shall accrue interest at a rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower. motionfarm.io reserves the right to suspend Services until all outstanding balances are paid in full.
The Client may cancel a Subscription at any time. Cancellation takes effect immediately upon the Client's request. Upon cancellation, a prorated credit will be calculated based on the unused portion of the current billing period. This credit does not constitute a cash refund and is non-transferable. If the Client chooses to renew their Subscription at a later date, the prorated credit will be applied to the first billing cycle of the renewed Subscription. Prorated credits have no cash value, cannot be redeemed for cash, and shall expire twelve (12) months from the date of cancellation if not applied to a renewed Subscription.
The Client may request to pause their Subscription at any time by contacting their assigned Dedicated Expert directly. Pause requests cannot be processed through the Website or billing platform and must be coordinated through the Dedicated Expert. Upon receiving a valid pause request, the Dedicated Expert will confirm the pause in writing (via email or other documented communication). The pause takes effect on the date confirmed by the Dedicated Expert. During a paused Subscription, the Client will not be billed, and no Services will be performed. The Client's Task queue and project history will be preserved during the pause period. The Client may resume their Subscription at any time by contacting their Dedicated Expert. Billing resumes on the date the Subscription is reactivated. motionfarm.io reserves the right to automatically cancel a Subscription that has been paused for more than ninety (90) consecutive days, with written notice to the Client. In such cases, the proration and credit terms of Section 10.1 shall apply.
Except for the prorated credit described in Section 10.1, refund requests are assessed on a case-by-case basis at motionfarm.io's sole discretion. If a cash refund is granted:
For Project-based engagements, refunds are limited to fees paid for undelivered work. Fees paid for completed and accepted milestones are non-refundable.
Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations. Upon termination for cause by the Client, motionfarm.io will deliver all completed and in-progress Deliverables for which the Client has paid. Upon termination for cause by motionfarm.io, all outstanding fees become immediately due and payable.
For Project-based engagements, any material changes to the scope of work defined in the SOW must be documented in a written change order signed by both parties. Change orders shall specify the nature of the change, impact on timeline, and any additional fees. motionfarm.io is not obligated to perform work outside the agreed scope without a signed change order.
For Subscription-based services, Tasks that exceed the complexity or scope of a standard Task (as reasonably determined by motionfarm.io) may be treated as a separate Project or require an adjusted rate. motionfarm.io will notify the Client before proceeding with any Task that falls outside the standard Subscription scope.
In the course of providing Services—particularly Development Services—motionfarm.io may receive, access, or process Client data, including but not limited to: business data and proprietary information, API keys, credentials, and access tokens, database schemas and content, user data belonging to the Client's end users, and design assets and brand materials.
motionfarm.io agrees to:
The Client is solely responsible for:
motionfarm.io shall not be liable for any loss or corruption of Client data, and the Client waives any right of action against motionfarm.io for any such loss or corruption.
By using the Website, the Client agrees to be bound by and comply with the Privacy Policy, which is incorporated into these Terms by reference. The Website is hosted in the United States. Accessing the Website from outside the United States may involve the applicability of different laws governing personal data. By continuing to use the Website, the Client consents to the transfer and processing of their data in the United States.
motionfarm.io does not knowingly solicit or accept information from individuals under the age of 18. Should motionfarm.io become aware that personally identifiable information has been provided by a person under 13 without parental consent, such information will be deleted promptly in compliance with applicable laws.
THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. THE CLIENT AGREES THAT THEIR USE OF THE WEBSITE AND SERVICES IS AT THEIR SOLE RISK.
MOTIONFARM.IO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
MOTIONFARM.IO DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOTIONFARM.IO AND ITS DIRECTORS, EMPLOYEES, MEMBERS, INDEPENDENT CONTRACTORS, OR AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOST PROFIT, LOST REVENUE, LOST DATA, COST OF SUBSTITUTE SERVICES, ATTORNEYS' FEES, OR OTHER DAMAGES ARISING FROM THE CLIENT'S USE OF THE WEBSITE OR SERVICES.
IN NO EVENT SHALL MOTIONFARM.IO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO MOTIONFARM.IO IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Without limiting the generality of the foregoing, motionfarm.io shall not be liable for:
The Client agrees to defend, indemnify, and hold harmless motionfarm.io, its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from any loss, damage, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to:
motionfarm.io reserves the right, at the Client's expense, to assume the exclusive defense and control of any matter for which the Client is required to indemnify motionfarm.io. The Client agrees to cooperate with the defense of such claims.
During the term of this Agreement and for a period of twelve (12) months following its termination, the Client agrees not to directly or indirectly solicit, recruit, hire, or engage any employee, independent contractor, or agent of motionfarm.io who has been involved in providing Services to the Client. In the event of a breach of this provision, the Client shall pay motionfarm.io liquidated damages equal to the greater of: (a) twenty-five thousand dollars ($25,000); or (b) twelve (12) months of the affected individual's compensation.
motionfarm.io reserves the right to showcase completed Deliverables on digital channels, including social media, the Company website, portfolio presentations, and case studies, unless otherwise agreed upon. The Client may restrict these rights by entering into a Non-Disclosure Agreement (NDA) with motionfarm.io.
Unless restricted by NDA, motionfarm.io may publicly describe the general nature of the engagement (e.g., "developed a healthcare web application") and the tools and methodologies used, including the use of AI-assisted development processes. motionfarm.io will not disclose confidential business information, proprietary data, or trade secrets in any public showcase without the Client's prior written consent.
Each party agrees to maintain the confidentiality of any proprietary or confidential information disclosed by the other party during the course of the engagement. Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of confidential information; or (d) is lawfully obtained from a third party without restriction.
This confidentiality obligation shall survive termination of this Agreement for a period of two (2) years.
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, war, terrorism, government actions, labor disputes, power failures, internet or telecommunications failures, cyberattacks, or disruptions to third-party AI platforms or services. The affected party shall provide prompt notice and use commercially reasonable efforts to resume performance.
motionfarm.io reserves the right to monitor the Website for violations of this Agreement or applicable laws. In response to any violation, motionfarm.io may take appropriate legal action and may restrict, suspend, or terminate the Client's access to the Website and Services at its sole discretion, without notice or liability.
motionfarm.io reserves the right to modify this Agreement at any time. Material changes will be communicated to the Client via email or through the Website. Continued use of the Website or Services after notification constitutes acceptance of the modified terms. If the Client does not agree to the modified terms, the Client must discontinue use of the Website and Services.
motionfarm.io does not guarantee that the Website will be available at all times. Hardware or software malfunctions, maintenance, or other unforeseen events may result in interruptions. The Client agrees that motionfarm.io shall not be liable for any loss, damage, or inconvenience caused by the inability to access the Website during such interruptions.
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to conflict of law principles.
Before initiating any formal legal proceeding, the parties agree to attempt to resolve any dispute arising from or related to this Agreement through good faith negotiation for a period of thirty (30) days following written notice of the dispute.
If informal resolution is unsuccessful, any legal action shall be brought in the state courts of Wyoming or in the United States District Court for the District of Wyoming. The parties consent to personal jurisdiction in these courts and waive all defenses related to personal jurisdiction and venue. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act is expressly excluded.
The Client consents to receive electronic communications from motionfarm.io and agrees that all agreements, notices, disclosures, and other communications sent via email or through the Website satisfy any legal requirement for written communication. The Client also agrees to the use of electronic signatures, contracts, orders, and records.
For any questions or complaints regarding the Website or Services, please contact motionfarm.io at:
Email: jose@motionfarm.io
Website: motionfarm.io