Terms of Platform Paid Services

This Terms of Platform Paid Services (the “Terms”) governs access to and use of the services (the “Services”) provided by MOTIVAI PRIVATE LIMITED (the “Provider”) to the individual or business entity that accepts these Terms or is identified in an applicable Order Document (the “Customer”). Provider and Customer are each a “Party” and together the “Parties”.

1. Definitions

1.1 “Affiliate” means an entity that controls, is controlled by, or is under common control with a Party.

1.2 “Customer Data” means data, content, or materials submitted to the Services by or for Customer or its Authorized Users.

1.3 “Documentation” means Provider’s then-current technical and usage documentation for the Services.

1.4 “Order Document” means an Order Form, online order, quotation, purchase confirmation, settlement statement, or other ordering document accepted by Provider that refers to this Terms.

1.5 “Output” means content or results generated by the Services in response to Customer Data.

1.6 “Provider Technology” means the Services, software, models, APIs, Documentation, and related technology and intellectual property provided by Provider.

1.7 “Services” means the products and services identified in an Order Document, including API, platform, subscription, team membership, content generation, support, and related services.

1.8 “Authorized Users” means Customer’s employees, contractors, end users, or other persons whom Customer permits to use the Services under its account or integration.

2. Agreement Structure and Orders

2.1 Acceptance. Customer accepts this Terms by signing it or an Order Document that refers to it, accepting it electronically, or using the Services after receiving reasonable notice of it. Once accepted, it applies to all Order Documents unless expressly stated otherwise.

2.2 Entire Agreement and Priority. This Terms, each applicable Order Document, and any executed data processing addendum (“DPA”) form the entire agreement regarding the Services. In a conflict, the DPA prevails solely for personal data processing, the Order Document prevails for the Services and commercial terms expressly stated in it, and this Terms otherwise prevails. An Order Document changes provisions on intellectual property, confidentiality, data protection, indemnification, liability, suspension, termination, or dispute resolution only if it expressly identifies the change and is signed by Provider’s authorized representative. Customer purchase-order terms do not apply unless Provider expressly accepts them in writing.

2.3 Orders. An order becomes binding when Provider accepts it by signature, email or electronic confirmation, payment confirmation, or activation of the Services. Each Order Document is separate, and termination of one does not affect another.

3. Services and Use

3.1 Services. Provider will provide the Services under this Terms, the applicable Order Document, and the Documentation. Provider may update the Services but will not materially reduce the core functionality purchased during the applicable subscription or commitment period.

3.2 Accounts. Customer is responsible for safeguarding its credentials and activity under its accounts, except to the extent caused by Provider’s breach of this Terms. Customer will promptly notify Provider of suspected unauthorized access and reasonably cooperate to prevent further misuse.

3.3 Compliance and Restrictions. Customer is responsible for its and its Authorized Users’ use of the Services and must comply with applicable law, this Terms, and the Documentation. Customer must not, and must not permit any person to:

(a) use the Services or systematically use Output to train or develop a model that directly competes with the Services;

(b) scrape, crawl, or systematically extract data, Output, or materials from the Services except through authorized API functionality;

(c) reverse engineer, decompile, or attempt to discover source code, model weights, underlying components, or non-public operation of Provider Technology; or

(d) use the Services or Output unlawfully or in violation of third-party rights, bypass technical or safety controls, exceed authorized limits, or interfere with the Services.

3.4 Customer Products and End Users. Customer may integrate an authorized API into its products for end users but may not resell or provide standalone access to the Services, API, or Credits unless an Order Document permits it. Customer will impose terms consistent with this Terms on end users, retain legally required AI labels or notices, and remain responsible for activity under its account or integration.

3.5 Third-Party Services. Third-party models or services made available through the Services are subject to applicable third-party terms and may change or be discontinued. Provider is not responsible for their availability, performance, accuracy, or output except as expressly stated in an Order Document.

4. Customer Data and Data Protection

4.1 Ownership and Rights. As between the Parties, Customer retains its rights in Customer Data. Customer confirms that it has the rights and permissions needed for Provider to process Customer Data and provide the Services.

4.2 Permitted Processing. Customer authorizes Provider to process Customer Data and Output as reasonably necessary to provide, secure, maintain, and support the Services, comply with law, and enforce this Terms. Provider will not use Customer Data or Output to train or fine-tune an AI model without Customer’s prior written consent. Provider may use de-identified and aggregated service data for analytics, security, and service improvement, provided it does not identify Customer or an individual and is not used for model training or fine-tuning.

4.3 Privacy, Security, and Deletion. Each Party will comply with data-protection laws applicable to its role, and the Parties will execute a DPA where required. Customer is responsible for required notices, consents, and lawful bases for Customer Data. Provider will maintain reasonable administrative, technical, and organizational safeguards. After the relevant Order Document ends, Provider will delete Customer Data within thirty (30) days after Customer’s written request, except where retention is required by law, reasonably necessary for security or dispute records, or deletion from backups is not immediately feasible. Retained data will remain protected and will not be used for other purposes.

5. Intellectual Property and Output

5.1 Provider Technology. Provider and its licensors retain all rights in Provider Technology. Subject to Customer’s compliance with the agreement and payment of applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable right during the applicable service term to use the Services for its business purposes and any end-user integration permitted under Section 3.4 or an Order Document. No other rights are granted.

5.2 Output. As between the Parties and to the extent permitted by law, Customer owns Output generated specifically for Customer, and Provider assigns to Customer any rights Provider may have in that Output. This does not transfer rights in Provider Technology or third-party materials. AI-generated Output may be inaccurate, incomplete, non-unique, similar to other content, or ineligible for intellectual-property protection. Customer is responsible for reviewing Output and determining whether its use is lawful and appropriate, particularly in high-impact or professional contexts.

5.3 Feedback. Provider may use feedback or suggestions about the Services without payment or restriction, provided it does not disclose Customer’s Confidential Information. Feedback does not include Customer Data or Output.

6. Fees, Credits, and Payment

6.1 Fees and Commitments. Customer will pay the fees stated in each Order Document. A commitment or minimum purchase applies only if expressly stated in an Order Form, and Customer will pay any shortfall as provided there. Except as expressly stated in the agreement or required by law, fees, purchases, and shortfall payments are non-cancellable, non-refundable, and not creditable or carried forward.

6.2 Credits and Usage. Credits or similar units measure or purchase use of the Services and are not legal tender, electronic money, deposits, or stored value. Their pricing, consumption, validity, and expiration are stated in the applicable Order Document or Documentation. Provider may update those rules prospectively but will not materially reduce the value or validity of Credits already purchased, except as needed to comply with law or prevent abuse.

6.3 Invoices, Taxes, and Disputes. Customer will pay invoices within the period and currency stated in the Order Document, without set-off or deduction except as required by law. Fees exclude applicable indirect taxes, which Customer must pay, other than taxes on Provider’s net income. Customer must raise a good-faith invoice dispute within thirty (30) days after the invoice date and timely pay undisputed amounts. Provider’s usage records control absent manifest error. If an undisputed amount remains unpaid for five (5) days after written notice, Provider may suspend the affected Services and charge interest at 0.3% of the overdue amount per day, subject to the maximum lawful rate.

7. Service Levels and Support

7.1 Service Levels. Service levels, support obligations, service credits, and remedies apply only if stated in the applicable Order Document or an incorporated Provider SLA. A stated service credit is Customer’s sole monetary remedy for the relevant service-level failure unless the Order Document states otherwise.

8. Confidentiality

8.1 Protection and Use. Each Party will use the other Party’s non-public business, technical, and commercial information (“Confidential Information”) only to perform or exercise rights under the agreement, protect it with at least reasonable care, and disclose it only to personnel, Affiliates, advisers, and contractors who need to know it and are bound by confidentiality obligations. Confidential Information excludes information the receiving Party can demonstrate is public through no breach, was lawfully known without restriction, was lawfully received from a third party without confidentiality duties, or was independently developed without using the disclosing Party’s Confidential Information.

8.2 Required Disclosure and Duration. A Party may disclose Confidential Information as legally required if, where lawful, it gives prompt notice and reasonable assistance to seek protective treatment. These obligations continue for five (5) years after disclosure, while trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

9. Warranties and Disclaimers

9.1 Warranties. Each Party represents that it has authority to enter into this Terms and will comply with laws applicable to its performance. Provider warrants that it will provide the Services in a professional and workmanlike manner. Customer’s exclusive remedy for breach is re-performance or, if Provider cannot reasonably re-perform, termination of the affected Services and a pro-rata refund of prepaid fees for the unused period.

9.2 Disclaimers. Except for the express warranties in this Terms and to the maximum extent permitted by law, the Services, Provider Technology, third-party services, and Output are provided “as is” and “as available.” Provider disclaims implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement, and does not warrant uninterrupted or error-free Services or that Output will be accurate, complete, unique, original, non-infringing, or fit for Customer’s intended use.

10. Indemnification

10.1 Customer Indemnity. Customer will defend and indemnify Provider and its Affiliates against third-party claims and resulting damages, approved settlements, and reasonable legal fees arising from: (a) an allegation that Customer Data infringes or misappropriates third-party rights; (b) Customer’s or its Authorized Users’ unlawful use of the Services or Output; (c) Customer’s products, representations, or distribution of the Services; or (d) Customer’s material breach of Sections 3.3 or 3.4.

10.2 Provider Indemnity. Provider will defend and indemnify Customer against a third-party claim arising directly from Customer’s authorized use of the Services as provided by Provider and without modification. This obligation does not apply to claims arising from Customer Data, Output, third-party models or services, Customer’s products or instructions, any modification or combination not made by Provider, use outside the agreement or Documentation, or continued use after Provider has provided a reasonable alternative or requested that Customer stop using the affected Services.

10.3 Remedies. If the Services become, or in Provider’s reasonable opinion may become, subject to a claim under Section 10.2, Provider may: (a) obtain the right for Customer to continue using the affected Services; (b) modify or replace them with substantially equivalent functionality; or (c) terminate the affected Services and refund prepaid fees for the unused period. This Section 10 states Customer’s exclusive remedies for such claims.

10.4 Procedure. The indemnified Party must promptly notify the indemnifying Party of the claim, provide reasonable cooperation at the indemnifying Party’s expense, and allow the indemnifying Party to control the defense and settlement. A delay in notice relieves the indemnifying Party only to the extent materially prejudiced. No settlement may admit fault by or impose non-monetary obligations on the indemnified Party without its prior written consent.

11. Limitation of Liability

11.1 Excluded Damages. To the maximum extent permitted by law, neither Party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, or data, even if advised that such damages were possible.

11.2 Caps and Exceptions. Each Party’s total aggregate liability arising from the agreement will not exceed the fees paid or payable for the affected Services during the twelve (12) months before the event giving rise to liability. Each Party’s aggregate liability for breach of confidentiality and its indemnification obligations will not exceed two (2) times that amount. These caps do not apply to fraud, willful misconduct, or gross negligence; Customer’s payment obligations; or Customer’s unauthorized use or misappropriation of Provider Technology, competing-model training, or resale of the Services. Liability is limited to proven direct damages except for amounts payable to a third party under an indemnified claim.

11.3 Application. These exclusions and limitations apply to the maximum extent permitted by law, regardless of legal theory and even if a remedy fails of its essential purpose.

12. Term, Suspension, and Termination

12.1 Term and Convenience Termination. This Terms begins when first accepted and continues until terminated. Each Order Document has its stated term. Termination of this Terms does not terminate an existing Order Document, which remains governed by this Terms until it ends. Unless an Order Document states otherwise, either Party may terminate it on thirty (30) days’ written notice, but termination does not cancel accrued fees, commitments, minimum purchases, shortfall payments, or other non-cancellable obligations expressly stated in it.

12.2 Termination for Cause. Either Party may terminate this Terms or an affected Order Document if the other Party materially breaches it and does not cure the breach within thirty (30) days after written notice, or becomes insolvent or ceases business, to the extent permitted by law.

12.3 Suspension. Provider may suspend or limit affected Services if Customer does not pay an undisputed amount after the notice period in Section 6.3, materially violates the agreement, or its use poses a material security or legal risk. Where practicable, Provider will give notice and limit suspension to the scope and duration reasonably necessary, but may suspend immediately in an urgent case.

12.4 Effect. When an Order Document ends, Customer will stop using the affected Services and pay amounts due. Prepaid Credits expire as stated in the Order Document. Provisions concerning accrued fees, intellectual property, confidentiality, disclaimers, indemnification, liability, disputes, and provisions intended by their nature to survive will continue.

13. Governing Law and Disputes

13.1 Governing Law and Arbitration. This Terms is governed by Singapore law, without regard to conflict-of-law rules. Any dispute arising from the agreement will be finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) under the SIAC Rules in force when arbitration begins. The seat is Singapore, the tribunal will consist of one arbitrator, and the language is English. The tribunal may allocate arbitration costs and reasonable legal fees. Either Party may seek interim or injunctive relief from a court of competent jurisdiction to protect confidential information, intellectual property, or the integrity of the Services.

14. General

14.1 Updates. Provider may update this Terms by publishing or otherwise notifying Customer of the revised version. Updates apply to new Order Documents and to existing Order Documents upon renewal or extension. During a current fixed term, an update will not materially reduce Customer’s express contractual rights or the value of prepaid Credits unless required by law.

14.2 Assignment. Customer may not assign the agreement without Provider’s prior written consent, not to be unreasonably withheld. Provider may assign it to an Affiliate or in connection with a merger, reorganization, financing, change of control, or sale of all or substantially all of the relevant business or assets, provided the assignee assumes Provider’s obligations.

14.3 Notices. Legal notices must be in writing and sent to the addresses or emails in the applicable Order Document. They are effective upon confirmed hand or courier delivery, or upon email transmission if no delivery-failure notice is received.

14.4 Force Majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control. Payment for Services already provided is not excused. If such an event materially prevents an affected Service for more than thirty (30) consecutive days, either Party may terminate that Service by written notice. Customer will pay only fees accrued through termination and non-cancellable third-party costs expressly agreed in the applicable Order Document.

14.5 Miscellaneous. The Parties are independent contractors, and the agreement creates no agency, partnership, joint venture, fiduciary duty, or third-party beneficiary. A waiver must be in writing and applies only to the specific instance. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in effect. Headings are for convenience only. Electronic signatures and counterparts are effective as originals.

Updated on Sep 18th, 2026