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”.
1.1 “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.
2.1 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.
3.1 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;