Terms of Service — Motiveminds

COMMON TERMS AND CONDITIONS OF SERVICE

Version 1.1 Effective Date: 31 July 2025

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY.

THIS IS A LEGALLY BINDING AGREEMENT. BY ACCESSING, BROWSING, OR USING THE SERVICES PROVIDED BY THE COMPANY, YOU ("THE CUSTOMER") ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS.

1. DEFINITIONS

In these Terms, unless the context otherwise requires, the following capitalized terms shall have the meanings set forth below:

(a) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means the ownership of more than 50% of the voting interests or the power to direct the management of the entity.
(b) “Applicable Law” means all local, state, national, and international laws, treaties, regulations, and conventions applicable to the Services, including but not limited to those related to data privacy, electronic communications, and consumer protection.
(c) “Customer Data” means all electronic data, text, messages, software, or other materials submitted to the Services by or on behalf of the Customer or its Authorized Users.
(d) “Order Form” means any mutually executed ordering document, online subscription process, or Statement of Work specifying the Services to be provided, applicable fees, and other commercial variables.
(e) “Services” means the proprietary software-as-a-service platforms, mobile applications, web portals, and related technical support services provided by the Company.
(f) “Subscription Term” means the duration of the Customer’s authorized access to the Services, as specified in an Order Form, including any subsequent renewal periods.
(g) "Authorized User" means an individual employee, consultant, or agent of the Customer who is authorized to use the Services under the Customer's account.

In these Terms, unless the context otherwise requires, the following capitalized terms shall have the meanings set forth below:

(a) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means the ownership of more than 50% of the voting interests or the power to direct the management of the entity.
(b) “Applicable Law” means all local, state, national, and international laws, treaties, regulations, and conventions applicable to the Services, including but not limited to those related to data privacy, electronic communications, and consumer protection.
(c) “Customer Data” means all electronic data, text, messages, software, or other materials submitted to the Services by or on behalf of the Customer or its Authorized Users.
(d) “Order Form” means any mutually executed ordering document, online subscription process, or Statement of Work specifying the Services to be provided, applicable fees, and other commercial variables.
(e) “Services” means the proprietary software-as-a-service platforms, mobile applications, web portals, and related technical support services provided by the Company.
(f) “Subscription Term” means the duration of the Customer’s authorized access to the Services, as specified in an Order Form, including any subsequent renewal periods.
(g) "Authorized User" means an individual employee, consultant, or agent of the Customer who is authorized to use the Services under the Customer's account.

In these Terms, unless the context otherwise requires, the following capitalized terms shall have the meanings set forth below:

(a) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means the ownership of more than 50% of the voting interests or the power to direct the management of the entity.
(b) “Applicable Law” means all local, state, national, and international laws, treaties, regulations, and conventions applicable to the Services, including but not limited to those related to data privacy, electronic communications, and consumer protection.
(c) “Customer Data” means all electronic data, text, messages, software, or other materials submitted to the Services by or on behalf of the Customer or its Authorized Users.
(d) “Order Form” means any mutually executed ordering document, online subscription process, or Statement of Work specifying the Services to be provided, applicable fees, and other commercial variables.
(e) “Services” means the proprietary software-as-a-service platforms, mobile applications, web portals, and related technical support services provided by the Company.
(f) “Subscription Term” means the duration of the Customer’s authorized access to the Services, as specified in an Order Form, including any subsequent renewal periods.
(g) "Authorized User" means an individual employee, consultant, or agent of the Customer who is authorized to use the Services under the Customer's account.

2. STRUCTURE AND APPLICABILITY

These Common Terms establish the foundational legal framework for the relationship between the Company and the Customer.

2.1 Supplemental Terms: Product-Specific Terms (e.g., MyRA Terms), Data Processing Addenda (DPA), and Professional Services Terms may apply to specific engagements.
2.2 Order of Precedence: In the event of an inconsistency or conflict between the documents comprising the Agreement, the following order of precedence shall prevail: (i) the applicable Order Form; (ii) any Product-Specific Terms; (iii) the Data Processing Addendum; and (iv) these Common Terms.

These Common Terms establish the foundational legal framework for the relationship between the Company and the Customer.

2.1 Supplemental Terms: Product-Specific Terms (e.g., MyRA Terms), Data Processing Addenda (DPA), and Professional Services Terms may apply to specific engagements.
2.2 Order of Precedence: In the event of an inconsistency or conflict between the documents comprising the Agreement, the following order of precedence shall prevail: (i) the applicable Order Form; (ii) any Product-Specific Terms; (iii) the Data Processing Addendum; and (iv) these Common Terms.

These Common Terms establish the foundational legal framework for the relationship between the Company and the Customer.

2.1 Supplemental Terms: Product-Specific Terms (e.g., MyRA Terms), Data Processing Addenda (DPA), and Professional Services Terms may apply to specific engagements.
2.2 Order of Precedence: In the event of an inconsistency or conflict between the documents comprising the Agreement, the following order of precedence shall prevail: (i) the applicable Order Form; (ii) any Product-Specific Terms; (iii) the Data Processing Addendum; and (iv) these Common Terms.

3. GRANT OF ACCESS AND USE

3.1 License Grant: Subject to the Customer’s continued compliance with these Terms and timely payment of all applicable fees, the Company hereby grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Services during the Subscription Term.
3.2 Internal Business Purposes: This right is granted solely for the Customer’s internal business operations. The Customer shall be responsible for all activities occurring under its accounts and for its Authorized Users' compliance with these Terms.

3.1 License Grant: Subject to the Customer’s continued compliance with these Terms and timely payment of all applicable fees, the Company hereby grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Services during the Subscription Term.
3.2 Internal Business Purposes: This right is granted solely for the Customer’s internal business operations. The Customer shall be responsible for all activities occurring under its accounts and for its Authorized Users' compliance with these Terms.

3.1 License Grant: Subject to the Customer’s continued compliance with these Terms and timely payment of all applicable fees, the Company hereby grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Services during the Subscription Term.
3.2 Internal Business Purposes: This right is granted solely for the Customer’s internal business operations. The Customer shall be responsible for all activities occurring under its accounts and for its Authorized Users' compliance with these Terms.

4. ACCEPTABLE USE AND RESTRICTIONS

The Customer shall use the Services only for lawful purposes. The Customer shall not, and shall not permit any third party to:

(a) Reverse Engineering: Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services.
(b) Competitive Analysis: Access the Services for the purpose of building a competitive product or service, or for any other benchmarking or competitive analysis.
(c) Unauthorized Access: Share user credentials, "frame" or "mirror" any part of the Service, or circumvent any security or authentication measures.
(d) Data Restrictions: Upload any "Prohibited Data" (including but not limited to health records, government identifiers, or sensitive financial data) unless expressly permitted by a specific Product Term.
(e) Legal Compliance: Use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.
4.2 Remediation: The Company reserves the right to suspend access immediately and without notice if it reasonably believes the Customer is in violation of these restrictions.

The Customer shall use the Services only for lawful purposes. The Customer shall not, and shall not permit any third party to:

(a) Reverse Engineering: Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services.
(b) Competitive Analysis: Access the Services for the purpose of building a competitive product or service, or for any other benchmarking or competitive analysis.
(c) Unauthorized Access: Share user credentials, "frame" or "mirror" any part of the Service, or circumvent any security or authentication measures.
(d) Data Restrictions: Upload any "Prohibited Data" (including but not limited to health records, government identifiers, or sensitive financial data) unless expressly permitted by a specific Product Term.
(e) Legal Compliance: Use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.
4.2 Remediation: The Company reserves the right to suspend access immediately and without notice if it reasonably believes the Customer is in violation of these restrictions.

The Customer shall use the Services only for lawful purposes. The Customer shall not, and shall not permit any third party to:

(a) Reverse Engineering: Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services.
(b) Competitive Analysis: Access the Services for the purpose of building a competitive product or service, or for any other benchmarking or competitive analysis.
(c) Unauthorized Access: Share user credentials, "frame" or "mirror" any part of the Service, or circumvent any security or authentication measures.
(d) Data Restrictions: Upload any "Prohibited Data" (including but not limited to health records, government identifiers, or sensitive financial data) unless expressly permitted by a specific Product Term.
(e) Legal Compliance: Use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.
4.2 Remediation: The Company reserves the right to suspend access immediately and without notice if it reasonably believes the Customer is in violation of these restrictions.

5. SUBSCRIPTIONS, FEES, AND PAYMENT

5.1 Subscription Models: Services are provided on a subscription basis for the term specified in the Order Form. Subscription metrics (e.g., seat counts, data volume, or transaction limits) are fixed for the duration of the term.
5.2 Payment Terms: All fees are quoted in the currency specified in the Order Form. Fees are payable in advance via bank transfer or other approved payment methods against the Company’s invoice. All payment obligations are non-cancelable and fees paid are non-refundable.
5.3 Late Payments: Late payments may accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. The Customer shall be responsible for all taxes, duties, and assessments related to its purchase.
5.4 Automatic Renewal: Unless otherwise stated in the Order Form, subscriptions will automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

5.1 Subscription Models: Services are provided on a subscription basis for the term specified in the Order Form. Subscription metrics (e.g., seat counts, data volume, or transaction limits) are fixed for the duration of the term.
5.2 Payment Terms: All fees are quoted in the currency specified in the Order Form. Fees are payable in advance via bank transfer or other approved payment methods against the Company’s invoice. All payment obligations are non-cancelable and fees paid are non-refundable.
5.3 Late Payments: Late payments may accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. The Customer shall be responsible for all taxes, duties, and assessments related to its purchase.
5.4 Automatic Renewal: Unless otherwise stated in the Order Form, subscriptions will automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

5.1 Subscription Models: Services are provided on a subscription basis for the term specified in the Order Form. Subscription metrics (e.g., seat counts, data volume, or transaction limits) are fixed for the duration of the term.
5.2 Payment Terms: All fees are quoted in the currency specified in the Order Form. Fees are payable in advance via bank transfer or other approved payment methods against the Company’s invoice. All payment obligations are non-cancelable and fees paid are non-refundable.
5.3 Late Payments: Late payments may accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. The Customer shall be responsible for all taxes, duties, and assessments related to its purchase.
5.4 Automatic Renewal: Unless otherwise stated in the Order Form, subscriptions will automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

6. DATA PROTECTION AND PRIVACY

6.1 Role of Parties: The Company processes Customer Data as a Data Processor on behalf of the Customer (the Data Controller).
6.2 Compliance: The Customer represents and warrants that it has obtained all necessary consents and provided all required notices to process personal data through the Services.
6.3 DPA: The specific technical and organizational measures, data transfer mechanisms, and audit rights are governed by the Data Processing Addendum, which is incorporated herein by reference.

7. INTELLECTUAL PROPERTY

7.1 Company Ownership: The Company and its licensors retain all right, title, and interest in and to the Services, including all software, algorithms, interfaces, and any "look and feel" elements, as well as any improvements or derivative works thereof.
7.2 Customer Ownership: The Customer retains all ownership rights in the Customer Data. The Customer grants the Company a world-wide, royalty-free license to host, copy, and display Customer Data solely as necessary to provide the Services.
7.3 Feedback: If the Customer provides any suggestions, enhancement requests, or recommendations (“Feedback”), the Company shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate such Feedback into its products and services.

8. PROFESSIONAL SERVICES

The Company may provide implementation, configuration, data migration, and training services.

8.1 Statements of Work: Such services shall be governed by these Terms and may be further described in a separate Statement of Work (SOW).
8.2 Cooperation: The Customer shall provide all necessary cooperation, information, and access to personnel required for the Company to perform the Professional Services.

The Company may provide implementation, configuration, data migration, and training services.

8.1 Statements of Work: Such services shall be governed by these Terms and may be further described in a separate Statement of Work (SOW).
8.2 Cooperation: The Customer shall provide all necessary cooperation, information, and access to personnel required for the Company to perform the Professional Services.

The Company may provide implementation, configuration, data migration, and training services.

8.1 Statements of Work: Such services shall be governed by these Terms and may be further described in a separate Statement of Work (SOW).
8.2 Cooperation: The Customer shall provide all necessary cooperation, information, and access to personnel required for the Company to perform the Professional Services.

9. SUPPORT, MAINTENANCE, AND CHANGES

9.1 Availability: The Company will use commercially reasonable efforts to ensure the Services are available, excluding scheduled maintenance and Force Majeure events.
9.2 Updates: The Company may periodically deploy updates, bug fixes, and feature enhancements. While the Company strives to improve the user experience, it reserves the right to modify or discontinue features, provided that such changes do not materially reduce the core functionality of the Services.
9.3 Support: Technical support is provided during standard business hours as defined by the Company’s support policy.

10. SUSPENSION AND TERMINATION

10.1 For Cause: Either party may terminate these Terms if the other party materially breaches its obligations and fails to cure such breach within thirty (30) days of written notice.
10.2 Immediate Suspension: The Company may suspend the Services immediately for non-payment or if the Customer’s use poses a security risk to the platform or other users.
10.3 Effect of Termination: Upon termination, the Customer’s right to access the Services ceases. The Company will make Customer Data available for export for a period of thirty (30) days, after which it will be deleted from the Company’s active systems, unless legal retention is required.

11. WARRANTIES AND DISCLAIMERS

11.1 Standard of Care: The Company warrants that the Services will perform in substantial accordance with the applicable documentation.
11.2 DISCLAIMER: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

12. LIMITATION OF LIABILITY

12.1 Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.2 Exclusion of Damages: IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, OR USE) ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES..

13. INDEMNIFICATION

The Customer shall defend, indemnify, and hold harmless the Company and its Affiliates from and against any and all claims, costs, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (i) Customer Data; (ii) the Customer’s breach of the Acceptable Use Policy; or (iii) any third-party claim alleging that the Customer’s use of the Services violates Applicable Law or the rights of a third party.

14. GOVERNING LAW AND JURISDICTION

14.1 Governing Law: These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles.
14.2 Jurisdiction: The parties irrevocably agree that the courts located in Bengaluru, Karnataka, India shall have exclusive jurisdiction to settle any dispute or claim.
14.3 Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

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