Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and MotionCRE Inc., a Delaware corporation ("MotionCRE," "we," "us," or "our"), governing your access to and use of the MotionCRE platform, website located at motioncre.com, application programming interfaces, and all related services, features, and functionality (collectively, the "Service").

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you may not access or use the Service.

2. Eligibility

The Service is available only to individuals who are at least eighteen (18) years of age and possess the legal capacity to enter into a binding agreement under applicable law. If you are accessing or using the Service on behalf of a corporation, partnership, limited liability company, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case the terms "you" and "your" shall refer to such entity.

3. Accounts and Workspaces

3.1 Account Registration

To access the Service, you must create an account by providing accurate, current, and complete information. You agree to update your account information promptly to maintain its accuracy. You are solely responsible for maintaining the confidentiality of your account credentials, including your password, and for all activity that occurs under your account. You must notify MotionCRE immediately at support@motioncre.com upon becoming aware of any unauthorized use of your account or any other breach of security.

3.2 Workspace Administration

Workspace administrators ("Admins") are responsible for managing team members, roles, permissions, and access controls within their workspace. Admins may grant or revoke access to workspace data at their discretion and are responsible for ensuring that all users within their workspace comply with these Terms. MotionCRE is not responsible for access decisions made by Admins.

4. Subscription and Billing

4.1 Plans and Pricing

The Service is offered under paid subscription plans (Solo, Team, and Firm) as described on our pricing page. Pricing is subject to change upon thirty (30) days' prior written notice to active subscribers. Any pricing change shall take effect at the start of the next billing cycle following the notice period.

4.2 Billing and Payment

Subscriptions are billed in advance on a monthly or annual basis, as selected at the time of purchase, and processed through Stripe, Inc. ("Stripe"). By subscribing, you authorize MotionCRE to charge your designated payment method on file for recurring subscription fees and any additional charges for seat additions or AI credit purchases. All fees are stated and payable in United States dollars (USD). Fees are exclusive of all taxes, levies, and duties imposed by applicable taxing authorities, which are your responsibility unless otherwise specified.

4.3 Cancellation and Refunds

You may cancel your subscription at any time through the billing settings in your account dashboard. Cancellation takes effect at the end of the then-current billing period. You will retain access to paid features through the end of the period for which you have paid. MotionCRE does not provide prorated refunds for unused portions of any billing period.

4.4 Annual Subscription Commitment

If you select an annual billing cycle, you are committing to the full twelve (12) month term. Annual subscriptions may not be converted to monthly billing mid-term. You may upgrade your plan tier (e.g., Solo to Team) or add seats at any time during your annual term; the difference will be prorated for the remainder of your billing period. If you cancel an annual subscription, you will retain access to paid features through the end of the twelve-month period for which you have paid.

Refunds for annual subscriptions are available only on a case-by-case basis at the sole discretion of MotionCRE. To request a refund, contact support@motioncre.com.

4.5 Failed Payments

In the event of a failed payment, MotionCRE will attempt to retry the charge in accordance with Stripe's standard retry schedule. If payment remains unsuccessful after all retry attempts, MotionCRE may suspend your access to paid features or downgrade your subscription. MotionCRE will provide notice via email at least five (5) business days prior to any suspension or downgrade resulting from non-payment.

5. Customer Data and Content

5.1 Ownership

As between the parties, you retain all right, title, and interest in and to all data, files, documents, and content that you upload to, create within, or transmit through the Service ("Customer Content"). MotionCRE claims no ownership rights in Customer Content.

5.2 License Grant to MotionCRE

You grant MotionCRE a limited, non-exclusive, non-transferable (except as permitted under Section 22), worldwide, royalty-free license to host, store, reproduce, process, display, and transmit Customer Content solely to the extent necessary to provide, maintain, and improve the Service. This license terminates upon the earlier of (a) your deletion of the applicable Customer Content or (b) closure of your account, subject to MotionCRE's reasonable data retention and backup deletion schedules as described in Section 5.5.

5.3 AI Processing

Certain features of the Service, including the AI Associate, document analysis, and automated summarization ("AI Features"), involve the transmission of portions of Customer Content to Anthropic, PBC ("Anthropic") for processing via Anthropic's commercial API. Such processing is governed by Anthropic's commercial API terms, under which Customer Content transmitted for AI processing is not used to train, improve, or develop Anthropic's foundation models.

You acknowledge and agree that:

• Use of AI Features is optional. You may use the Service without enabling AI Features if you prefer not to have Customer Content processed by Anthropic.
• AI-generated outputs, including financial calculations, summaries, projections, and deal status updates, are generated by automated systems and may contain errors. Such outputs do not constitute investment advice, financial recommendations, legal advice, or professional due diligence.
• You are solely responsible for independently verifying all AI-generated outputs against your source data before making any business or investment decisions.

5.4 Data Security

MotionCRE implements and maintains administrative, technical, and physical safeguards designed to protect Customer Content against unauthorized access, disclosure, alteration, or destruction. These measures include, but are not limited to, encryption of data in transit (TLS 1.2+) and at rest (AES-256), role-based access controls, audit logging, and regular security assessments.

5.5 Data Export and Deletion

You may export Customer Content at any time during the term of your subscription using the export functionality available within the Service. Exported data will be provided in standard machine-readable formats (CSV, JSON, or PDF, as applicable).

Upon account closure or termination, you will have a period of thirty (30) calendar days to export Customer Content. Following the expiration of the thirty (30) day export period, MotionCRE will permanently delete Customer Content from its production systems. Residual copies in backup systems will be purged in accordance with MotionCRE's standard backup retention schedule, which shall not exceed ninety (90) calendar days from the date of deletion from production.

5.6 Security Incident Notification

In the event MotionCRE becomes aware of a security incident that results in the unauthorized access to, acquisition of, or disclosure of Customer Content ("Security Incident"), MotionCRE will:

• Notify you without undue delay and in no event later than seventy-two (72) hours after becoming aware of the Security Incident;
• Provide the following information to the extent reasonably available: (i) the nature and scope of the Security Incident, (ii) the categories and approximate volume of data affected, (iii) the likely consequences of the Security Incident, and (iv) the measures taken or proposed to address the Security Incident and mitigate its effects;
• Cooperate with you in good faith to investigate and remediate the Security Incident and to comply with applicable breach notification laws; and
• Provide reasonable updates regarding the investigation and remediation of the Security Incident until resolution.

6. Data Processing

6.1 Roles

To the extent that MotionCRE processes personal data on your behalf in connection with the Service, you are the data controller (or equivalent designation under applicable law) and MotionCRE is the data processor (or equivalent designation). MotionCRE will process personal data only in accordance with your documented instructions and as necessary to provide the Service.

6.2 Data Processing Addendum

The processing of personal data under these Terms is governed by MotionCRE's Data Processing Addendum ("DPA"), which is incorporated into these Terms by reference. The DPA addresses, among other things, the scope and purpose of processing, sub-processor obligations, data subject rights, cross-border transfer mechanisms (including Standard Contractual Clauses where applicable), and audit rights.

6.3 Sub-Processors

MotionCRE uses the following categories of sub-processors in connection with the Service: (a) infrastructure providers (Amazon Web Services), (b) authentication providers (Clerk), (c) payment processors (Stripe, Inc.), and (d) AI processing providers (Anthropic, PBC). MotionCRE will provide at least thirty (30) days' prior notice before engaging a new sub-processor that processes Customer Content, during which time you may object in writing.

6.4 CCPA Compliance

To the extent that the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, "CCPA"), applies to MotionCRE's processing of personal information on your behalf, MotionCRE is a "Service Provider" as defined under the CCPA. MotionCRE shall not sell or share (as those terms are defined under the CCPA) personal information received from or on behalf of Customer. MotionCRE shall process personal information only for the specific business purposes set forth in these Terms and the DPA.

7. Acceptable Use

You agree not to, and shall not permit any user under your account to:

• Use the Service for any purpose that is illegal or in violation of any applicable federal, state, local, or international law or regulation;
• Upload, transmit, or store any malicious code, files, scripts, agents, viruses, worms, or other harmful or disruptive software;
• Attempt to gain unauthorized access to any other user's account, data, or workspace, or to any systems or networks connected to the Service;
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of any part of the Service;
• Use automated scripts, bots, scrapers, or other automated means to access the Service or collect data from the Service without MotionCRE's prior written consent;
• Resell, sublicense, redistribute, or make the Service available to any third party, except as expressly permitted under your subscription plan;
• Interfere with or disrupt the integrity, performance, or availability of the Service or its underlying infrastructure;
• Circumvent rate limits, access controls, authentication mechanisms, or other security measures implemented by MotionCRE;
• Use the Service to develop, market, or operate a product or service that competes with or is substantially similar to the Service;
• Use AI Features to process data that is unrelated to commercial real estate transactions conducted through the platform; or
• Share account credentials with unauthorized users or exceed the number of licensed seats under your subscription plan.

MotionCRE reserves the right to investigate and take appropriate action, including suspension or termination of your access to the Service, if MotionCRE reasonably believes you have violated this Section 7.

8. Intellectual Property

8.1 MotionCRE IP

The Service, including but not limited to its source code, object code, user interface design, visual design, features, functionality, documentation, branding, trademarks, service marks, trade names, logos, and all related intellectual property (collectively, "MotionCRE IP"), is and shall remain the exclusive property of MotionCRE Inc. and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in MotionCRE IP, except for the limited right to access and use the Service in accordance with these Terms.

8.2 IP Indemnification by MotionCRE

MotionCRE will defend, indemnify, and hold you harmless from and against any third-party claim, action, or proceeding alleging that the Service, as provided by MotionCRE and used in accordance with these Terms, infringes or misappropriates such third party's United States patent, copyright, or trade secret rights ("IP Claim"), and will pay any damages finally awarded by a court of competent jurisdiction or agreed to in settlement. This obligation does not apply to the extent an IP Claim arises from:

• Customer Content or any data, materials, or content provided by you;
• Your modification or alteration of the Service;
• Your combination of the Service with products, services, or technologies not provided or approved by MotionCRE; or
• Your use of the Service in violation of these Terms.

If the Service becomes, or in MotionCRE's reasonable opinion is likely to become, the subject of an IP Claim, MotionCRE may, at its sole option and expense: (a) procure for you the right to continue using the Service; (b) modify the Service to make it non-infringing without materially reducing functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected subscription and provide a pro-rata refund of pre-paid fees for the unused portion of the subscription term.

8.3 DMCA Policy

MotionCRE respects the intellectual property rights of others and expects users of the Service to do the same. In accordance with the Digital Millennium Copyright Act of 1998 ("DMCA"), MotionCRE will respond to notices of alleged copyright infringement that comply with 17 U.S.C. § 512. If you believe that content available through the Service infringes your copyright, please submit a notice to our designated DMCA agent at legal@motioncre.com.

9. Third-Party Services and Integrations

The Service integrates with or relies upon certain third-party services, including Clerk (authentication), Stripe, Inc. (payment processing), Amazon Web Services (cloud infrastructure), and Anthropic, PBC (AI processing). Your use of such third-party services is subject to the respective terms of service and privacy policies of those providers. MotionCRE is not responsible for the availability, accuracy, security, or practices of any third-party service, and shall have no liability arising from your use of or reliance on any third-party service.

10. Confidentiality

10.1 Definition

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that is designated as confidential, marked as proprietary, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, Customer Content, business plans, financial information, technical data, product roadmaps, customer lists, and account credentials.

10.2 Obligations

The Receiving Party shall: (a) maintain the confidentiality of the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not use the Disclosing Party's Confidential Information for any purpose other than to exercise its rights and fulfill its obligations under these Terms; and (c) not disclose the Disclosing Party's Confidential Information to any third party except to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

10.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonable cooperation in any effort to obtain protective treatment.

10.4 Duration

The obligations of confidentiality set forth in this Section 10 shall survive termination or expiration of these Terms for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

11. Service Availability and Support

11.1 Uptime

MotionCRE targets a monthly uptime percentage of 99.9% for the Service, measured as the total number of minutes in the applicable calendar month minus the number of minutes of Downtime, divided by the total number of minutes in the month. "Downtime" means a period during which the Service is materially unavailable to substantially all users, excluding: (a) scheduled maintenance for which MotionCRE provides at least forty-eight (48) hours' advance notice; (b) force majeure events as described in Section 19; and (c) unavailability caused by your systems, network connections, or other factors outside MotionCRE's reasonable control.

11.2 Service Credits

If MotionCRE fails to meet the 99.9% uptime target in any calendar month, Firm tier subscribers may request a service credit equal to ten percent (10%) of the monthly subscription fee for each full 0.1% below the target, up to a maximum credit of thirty percent (30%) of the monthly fee. Service credit requests must be submitted in writing within thirty (30) days of the end of the affected month. Service credits are the sole and exclusive remedy for Downtime and may be applied only against future subscription fees.

11.3 Maintenance

MotionCRE may perform scheduled maintenance, deploy updates, patches, and new features, or make changes to the Service infrastructure. MotionCRE will use commercially reasonable efforts to provide at least forty-eight (48) hours' advance notice of scheduled maintenance via email or in-app notification and to schedule maintenance during off-peak hours.

11.4 Support

Technical support is available via email at support@motioncre.com. Response times and support availability may vary by subscription plan tier and are described on our pricing page.

12. Limitation of Liability

12.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE SERVICE, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Aggregate Liability Cap

EXCEPT FOR THE OBLIGATIONS SET FORTH IN SECTION 12.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO MOTIONCRE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Carve-Outs

The limitations set forth in Sections 12.1 and 12.2 shall not apply to: (a) either party's indemnification obligations under Sections 8.2 and 14; (b) liability arising from a party's willful misconduct or gross negligence; (c) MotionCRE's obligations under Section 5.6 (Security Incident Notification); or (d) a party's breach of its confidentiality obligations under Section 10. For such carve-out claims, each party's aggregate liability shall not exceed two times (2x) the amount paid by Customer to MotionCRE in the twelve (12) months immediately preceding the claim.

13. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MOTIONCRE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

Without limiting the generality of the foregoing:

• AI-generated financial analysis, calculations, projections, valuations, and summaries (including but not limited to internal rate of return, equity multiples, cash-on-cash returns, net operating income calculations, and deal status summaries) are generated by automated systems and may contain material errors, inaccuracies, or omissions.
• AI-generated outputs do not constitute investment advice, financial recommendations, appraisals, legal advice, tax advice, or professional due diligence of any kind.
• You are solely responsible for independently verifying all AI-generated outputs against your source data, engaging qualified professionals as appropriate, and exercising your own judgment before making any business, investment, or transaction decisions.
• MotionCRE expressly disclaims any liability for losses or damages arising from reliance on AI-generated outputs.

14. Indemnification by Customer

You agree to indemnify, defend, and hold harmless MotionCRE Inc., its officers, directors, employees, agents, successors, and assigns from and against any and all third-party claims, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (a) your use of the Service in violation of these Terms; (b) Customer Content, including any claim that Customer Content infringes or misappropriates a third party's intellectual property or other proprietary rights; (c) your violation of any applicable law or regulation; or (d) your breach of any representation or warranty made under these Terms.

15. Suspension and Termination

15.1 Termination by Customer

You may close your account at any time through the account settings in your dashboard or by contacting support@motioncre.com. Voluntary account closure is subject to the data export provisions of Section 5.5.

15.2 Suspension by MotionCRE

MotionCRE may suspend your access to the Service, in whole or in part, with reasonable prior notice (except in cases of emergency or imminent harm) if: (a) you fail to pay subscription fees after all retry attempts and the notice period described in Section 4.5; (b) MotionCRE reasonably believes you are in violation of Section 7 (Acceptable Use); or (c) your use of the Service poses a security risk to the Service or any third party. During any suspension, your Customer Content will be preserved. MotionCRE will provide notice of the suspension and the reason therefor and will restore access promptly upon resolution of the underlying cause.

15.3 Termination by MotionCRE

MotionCRE may terminate your access to the Service upon thirty (30) days' written notice if: (a) you materially breach these Terms and fail to cure such breach within thirty (30) days of receiving written notice; (b) you become subject to bankruptcy, insolvency, or similar proceedings; or (c) MotionCRE discontinues the Service (in which case MotionCRE will provide at least ninety (90) days' notice and a pro-rata refund of pre-paid fees).

15.4 Effects of Termination

Upon termination by either party: (a) your right to access and use the Service ceases immediately (subject to the data export period in Section 5.5); (b) you shall pay any outstanding fees owed through the effective date of termination; and (c) each party shall return or destroy the other party's Confidential Information in its possession, except as required by law or legitimate backup procedures.

15.5 Survival

The following Sections shall survive any termination or expiration of these Terms: 5.1 (Ownership), 5.5 (Data Export and Deletion), 5.6 (Security Incident Notification), 6 (Data Processing), 8.1 (MotionCRE IP), 8.2 (IP Indemnification), 10 (Confidentiality), 12 (Limitation of Liability), 13 (Disclaimer of Warranties), 14 (Indemnification), 15.4 (Effects of Termination), 15.5 (Survival), 20 (Governing Law and Dispute Resolution), and 25 (General Provisions).

16. Modifications to These Terms

MotionCRE may modify these Terms from time to time. MotionCRE will provide notice of material modifications to active subscribers via email or in-app notification at least thirty (30) days before the effective date of such modifications.

For subscribers on annual subscription plans, material modifications that adversely affect your rights or obligations will not take effect until the start of your next renewal period, unless you affirmatively consent to earlier application. If you do not agree to material modifications, you may terminate your subscription prior to the effective date of the modifications and receive a pro-rata refund of any pre-paid fees for the unused portion of your subscription term.

Your continued use of the Service after the effective date of any modification constitutes your acceptance of the modified Terms. Non-material modifications (such as corrections of typographical errors, updated contact information, or organizational changes) may be made at any time without advance notice.

17. Electronic Communications

By creating an account, you consent to receive electronic communications from MotionCRE, including service announcements, security alerts, administrative messages, billing notifications, and updates regarding changes to these Terms or the Service. You may additionally opt in to receive marketing communications. You may opt out of marketing communications at any time through your account settings or by using the unsubscribe mechanism in any marketing email. You may not opt out of transactional or service-related communications while maintaining an active account.

18. Compliance and Regulatory Matters

The Service is designed for use by commercial real estate professionals in connection with lawful real estate transactions. The Service is not designed for, and should not be used to process, personal data subject to the Health Insurance Portability and Accountability Act (HIPAA), the Payment Card Industry Data Security Standard (PCI-DSS), the International Traffic in Arms Regulations (ITAR), or any other specialized regulatory framework unless MotionCRE has entered into a separate written agreement with you expressly authorizing such use.

You are solely responsible for ensuring that your use of the Service complies with all laws, regulations, and industry standards applicable to your business, including but not limited to anti-money laundering (AML) requirements, sanctions compliance, and data protection regulations applicable in your jurisdiction.

19. Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay results from causes beyond the party's reasonable control, including but not limited to: natural disasters, epidemics or pandemics, acts of government or regulatory authority, war or terrorism, civil unrest, internet or telecommunications infrastructure failures, power outages, or failures of third-party service providers (collectively, "Force Majeure Events"). The affected party shall provide prompt written notice to the other party and use commercially reasonable efforts to mitigate the impact and resume performance. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected subscription upon written notice, and Customer shall receive a pro-rata refund of pre-paid fees for the unused portion of the subscription term.

20. Governing Law and Dispute Resolution

20.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

20.2 Dispute Escalation

In the event of any dispute arising out of or related to these Terms or the Service, the parties shall first attempt to resolve the dispute through good-faith negotiation between senior executives or authorized representatives of each party within thirty (30) days of written notice of the dispute. If the dispute is not resolved through negotiation, the parties shall submit the dispute to mediation administered by JAMS under its Mediation Rules before commencing litigation.

20.3 Jurisdiction and Venue

If a dispute is not resolved through the escalation process described above, the dispute shall be resolved exclusively in the state or federal courts located in the State of Delaware. Each party irrevocably consents to the personal jurisdiction of such courts and waives any objection to venue.

20.4 Equitable Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain the breach or threatened breach of its intellectual property rights or confidentiality obligations, without the requirement of posting a bond or other security.

21. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties to the greatest extent possible.

22. Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of MotionCRE, and any attempted assignment without such consent shall be void. MotionCRE may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by these Terms. Subject to the foregoing, these Terms shall bind and inure to the benefit of each party's successors and permitted assigns.

23. Waiver

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of the waiving party. No waiver of any breach shall constitute a waiver of any subsequent breach.

24. Entire Agreement

These Terms, together with the Privacy Policy, the Data Processing Addendum, any applicable Service Level Agreement, and any Order Forms executed between the parties, constitute the entire agreement between you and MotionCRE Inc. with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, warranties, and understandings, whether written, oral, or implied.

25. General Provisions

25.1 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given when: (a) delivered by email to the email address associated with your account (for notices to you) or to legal@motioncre.com (for notices to MotionCRE); or (b) sent by nationally recognized overnight courier to the addresses set forth in the applicable order form or account registration.

25.2 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

25.3 No Third-Party Beneficiaries

These Terms do not confer any rights, benefits, or remedies on any third party, except as expressly provided herein.

25.4 Export Compliance

You shall comply with all applicable export control laws and regulations of the United States and any other applicable jurisdiction in connection with your use of the Service. You represent and warrant that you are not located in, or a resident or national of, any country subject to a comprehensive U.S. government embargo, and that you are not designated on any U.S. government list of prohibited or restricted parties.

26. Contact Information

If you have questions about these Terms or the Service, please contact:

MotionCRE Inc.
Email: legal@motioncre.com
Support: support@motioncre.com
Website: motioncre.com