These Terms of Service govern your relationship with Motion Analytics and use of our proprietary AI deployment and infrastructure services. By engaging our services, you agree to these terms and conditions in full.
1. Payment Terms and Schedule. Project fees are due according to the milestone schedule outlined in your Statement of Work. Typical structure: 50% deposit to begin, 30% at midpoint security review, 20% upon final go-live. Invoices are due within 15 days of receipt. Late payments incur 2% monthly service charges and may result in deployment suspension.
2. Intellectual Property and Ownership. Upon full payment, you own the deployed AI models, configurations, and associated documentation specific to your engagement. We retain rights to our proprietary development frameworks, methodologies, and any pre-existing intellectual property. We may reference your engagement type (with all details anonymized) in our portfolio unless you request full confidentiality in writing.
3. Client Responsibilities and Data Access. You must provide timely access to necessary infrastructure, internal systems, and authorized personnel. You are responsible for data accuracy, proper permissions for AI model use, and compliance with all applicable privacy and regulatory laws. Delays caused by lack of client cooperation may result in additional charges and timeline adjustments.
4. Warranties and Limitation of Liability. We warrant that delivered deployments will substantially conform to agreed specifications for 30 days post go-live. Our total liability is limited to the project fee paid. We are not liable for indirect, consequential, or business interruption damages. You acknowledge that AI-generated outputs involve interpretation and that business decisions based on our deployments are your sole responsibility.
5. Confidentiality and Data Security. We maintain strict confidentiality of your business information and implement enterprise-grade security architecture throughout every engagement. Your organizational data is never accessed, stored, or processed by us outside your approved environment. You agree to maintain appropriate insurance coverage for your own infrastructure and operations.
6. Project Cancellation and Termination. Either party may terminate with 15 days written notice. Upon termination, you pay for all work completed to date plus any non-refundable third-party infrastructure costs. Partially completed deployments may be delivered "as-is" at our discretion. Deposits are non-refundable except in cases of our material breach.
7. Force Majeure and Business Continuity. We are not liable for delays or failures due to circumstances beyond our reasonable control, including but not limited to natural disasters, pandemics, government actions, or third-party infrastructure outages. In such cases, deployment timelines are adjusted accordingly without penalty to either party.
8. Dispute Resolution and Governing Law. Any disputes will first be addressed through good-faith negotiation. If unresolved, disputes will be settled through binding arbitration in Ontario, Canada, under Ontario law. The prevailing party is entitled to reasonable attorney fees and costs.
9. Modifications and Entire Agreement. These terms may only be modified in writing signed by both parties. These Terms, together with your Statement of Work, constitute the entire agreement and supersede all prior negotiations or agreements. Contact us at info@motionanalyticstech.com for questions.