PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE. This site and all content, information and services accessible through it (‘this Site") is made available by Motus Digital, LLC (“Motus Digital”) with its principal place of business at 2805 E. Plano Parkway, Suite 250, Plano, TX 75074 and is solely owned and controlled by Motus Digital. This Agreement is made by and between Motus Digital and User, a person, or entity who downloads material from this Site and may be used only under the following terms and conditions.
BY ACCESSING AND USING this site, YOU ("User") AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN (the "Agreement"). If User is accessing and using this website on behalf of any group or entity, User warrants that it has all necessary authority to enter into this Agreement. If at any time User does not agree to be bound by the terms and conditions of this Agreement then User must cease using this site immediately.
1. For purposes of this Agreement,
a. the term “User Creative Work” shall mean without limitation a User’s movie or video or game or app or product that uses Character Animation that the User has downloaded from the Site and incorporated into their effort in a way that the Character Animation cannot be extracted to allow further distribution, reproduction, modification or use of the Character Animation outside of the User Creative Work product.
b. the term “Services” shall mean Motus Digital services available from the Site, including without limitation the license to use the Software to download the Content.
c. the term “Software” shall mean the proprietary Motus Digital software used in accessing the Site and using the Site Materials
d. the term “Character Animation” shall mean a file containing character animation data owned by or licensed to Motus Digital.
e. the term “Content” means any characters, Character Animation, movies, video, photographs, graphics, icons, logos, text, images, audio clips, data compilations, and other Motus Digital content available from our Site.
2.1 Grant. User is granted a non-exclusive, non-transferable, revocable, limited license to access and use this site and any purchased or licensed Software, Services, Character Animation and Content (“Collectively referred to as “Site Materials”) on any single computer upon payment of applicable fees. Motus Digital may terminate this license without notice at any time and for any, or no, reason. User may not transfer the license to any person, provided however that User may sublicense the use of Character Animation incorporated into User Creative Work that it has sold to User’s customers, and, notwithstanding any language to the contrary in this Agreement, any such license shall be irrevocable upon payment of applicable fees by User to Motus Digital.
2.2 Limitations. Except as provided in Sections 2.1 and 2.3 with respect to Character Animation incorporated into User Creative Work, User may not copy, download, store, publish, transmit, transfer, sell, sublicense or otherwise use this Site or Site Materials, or any portion thereof, in any form or by any means, except as expressly permitted by this Agreement or with Motus Digital’s prior written permission. User may not alter or modify Site Materials in any way. User may not reverse engineer, decompile, disassemble or otherwise attempt to circumvent the provisions of this Agreement or discover or misappropriate the source code or architecture of the components of this Site, or any Site Materials. User may not use any robot, spider, other automatic device, or manual process to monitor or copy this Site or any Site Materials without Motus Digital’s prior written permission. User agrees not to (i) rent, lease, or transfer, or commercialize the Site Materials in any way except as provided by this Agreement; or (ii) export the Site Materials in violation of U.N. embargoes or U.S. laws and regulations. Motus Digital claims no right, title or interest in User’s work incorporated into User Creative Work as a result of this Agreement.
2.3 User Creative Work. Upon payment of applicable Fees, User may download the Character Animation only for the purpose of creating User Creative Work for sale or distribution to its customers. Character Animation that has not become User Creative Work may not be sublicensed, licensed, resold, published, or distributed to third parties in any manner by User, whether or not for commercial purposes, without the prior written consent of Motus Digital. User may reproduce and distribute such Character Animation only as User Creative Work distributed to its customers. Provided that User has paid all applicable fees, Motus Digital is not entitled to a royalty on such sales, and the royalty granted to User for Character Animation that has been incorporated into User Creative Work is permanent and irrevocable. User may make modifications to the Character Animation only to prepare User Creative Work. User agrees to preserve all proprietary notices Motus Digital attaches to the Character Animation, and that it will distribute its User Creative Work pursuant to a commercially reasonable end-user license agreement containing terms and conditions consistent with good commercial practices that restrict use of the User Creative Work and forbid reverse engineering or re-distribution of User’s Creative Work. Approved use of Character Animation as User Creative Work may include without limitation: (i) moving images incorporated into a movie or video or game, and (ii) User Creative Work is displayed while playing a game or viewing a movie/video and cannot be extracted from the movie/video/game.
3. Intellectual Property Rights. All elements of this Site including, but not limited to: Site Materials and any other text, articles, logos, trademarks, graphics and the overall "look and feel" of the Site and the Site Materials, are the sole property of Motus Digital. Except as expressly provided by this Agreement and payment of applicable fees, nothing herein shall be construed to confer any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights either now or in the future. User acknowledges that this Site and all Site Materials are protected by copyrights, trademarks, service marks, patents and other proprietary rights and laws owned exclusively by Motus Digital or its licensors. Motus Digital (or its licensors) retain all right, title and interest in and to the Site and Site Materials, and any copies and any derivatives or modifications thereof, other than modifications made to the Character Animation as a part of preparing User Creative Work as provided above in this Agreement. User shall have no rights to modify or make derivative works of Site or Site Materials other than the limited right granted above in this Agreement to make modifications to the Character Animation as a part of preparing the User Creative Work. Except as expressly provided in this Agreement, no license, right or interest in any Motus Digital patent, trademark, copyright, trade name or service mark is granted hereunder; and all other rights or sub-divisions of rights generally included in a copyright are excluded from this license and remain the property of Motus Digital. User agrees that its use of the Site or Site Materials or work in creating User Creative Work does not create any right, title or interest in any intellectual property of Motus Digital, except for licenses expressly granted pursuant to this Agreement.
4. Registration. Certain sections of this Site require registration to access and use information and services. If User elects to register, User agrees to provide Motus Digital with accurate, complete registration information. User will inform Motus Digital of any changes to registration information. User warrants that registration is for a single computer only, and that User will not permit anyone other than User to access and use sections of this Site requiring registration using User's name and password. User will not access or use this Site under the User name of another individual. User is responsible for all access to and use of this site through User's name and password, including access of any services the use of which results in monetary charges to User, whether or not User has knowledge of or authorizes such access and use. User will notify Motus Digital immediately of any unauthorized use of User's name and password, if User suspects the privacy of User's name and password has been jeopardized, or if User believes that another individual has fraudulently represented themselves as the User or as being associated with User or User's organization.
5. Commercial Use Prohibited. Services on this Site that allow User to contact, communicate or interact with Motus Digital or Motus Digital affiliates, or Partners are provided to User solely for use in accordance with the fee structure and license for affected Site Materials. User will not include any advertising, promotion, solicitation for goods, services or funds, or solicitation or organization in any messages or materials delivered through this Site without the express written permission of Motus Digital.
6. No Endorsement of Providers. Motus Digital does not select, approve, or otherwise endorse any particular Partner or third party provider of services on this Site. Therefore, Motus Digital expressly disclaims any representation or warranty that such third party materials are correct or reliable. UNDER NO CIRCUMSTANCE SHALL MOTUS DIGITAL HAVE ANY LIABILITY TO USER OR TO ANY THIRD PARTY FOR ANY RELIANCE ON INFORMATION CONTAINED ON OR OBTAINED THROUGH THIS SITE. SUCH RELIANCE SHALL BE SOLELY AT SUCH PERSON'S OWN RISK.
7. Third Party Content. Third party content, messages and services may appear on this site or may be accessible through links from this site. Motus Digital is not responsible, and assumes no liability, for any mistakes, misstatements of law, defamation, slander, libel, omissions, falsehood or obscenity in the statements, opinions, representations or any other form of content contained in any third party content appearing on or accessible from this site. User acknowledges that the information and opinions in the third party content are neither endorsed or controlled by, nor reflect the beliefs of, Motus Digital.
8. Advertisers & Sponsors. User acknowledges that this Site may contain third party advertising and sponsorships. Advertisers, Partners and sponsors are solely responsible for ensuring that material submitted for use on this Site is accurate and complies with any and all applicable laws. User agrees that Motus Digital will not be responsible for the illegality or any error or inaccuracy in Partners’, advertisers' or sponsors' materials or for the acts or omissions of Partners, advertisers or sponsors.
9. Fees. All usage of Site Materials is governed by the terms of the applicable fee schedule under which User is accessing Site Materials. User is responsible for payment of all applicable fees and charges generated when linking from or ordering from this Site. User will conform to all payment policies established by Motus Digital from time to time. Motus Digital may change applicable fees at any time, posted on this Site. Such changed fees will apply to all transactions entered into on or after the effective date of such changes, regardless of User’s familiarity with this Site or the timing of the fee changes.
10. DISCLAIMER OF WARRANTIES. THIS SITE, AND SITE MATERIALS ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MOTUS DIGITAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS. MOTUS DIGITAL MAKES NO WARRANTY THAT ACCESS TO THIS SITE OR ANY PORTION THEREOF OR USE OF ANY SITE MATERIALS, WILL BE UNINTERRUPTED, SECURE, COMPLETE, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. MOTUS DIGITAL DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF, OR IN ANY WAY RELATED TO (A) THE ACCESS OR USE THIS SITE, INCLUDING BOTH SITE MATERIALS AND THIRD PARTY CONTENT AND SERVICES DELIVERED THROUGH THIS SITE, (B) THE ACCESS OR USE OF THIRD PARTY WEB SITES AND CONTENT OR SERVICES THEREIN THROUGH LINKS IN THIS SITE, (C) THE UNAVAILABILITY OF THIS SITE OR ANY PORTION THEREOF, OR (D) USER'S USE OF EQUIPMENT AND SOFTWARE IN CONNECTION WITH ACCESS AND USE OF THIS SITE.
11. LIMITATION OF LIABILITY. USER'S EXCLUSIVE REMEDY AND MOTUS DIGITAL'S, ITS AFFILIATES AND/OR CONTRIBUTORS' ENTIRE LIABILITY UNDER THIS AGREEMENT, IF ANY, FOR ANY CLAIM FOR DAMAGES RELATING TO USE OF THIS SITE WHICH ARE MADE AGAINST THEM, INDIVIDUALLY OR JOINTLY, WHETHER BASED IN CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER BASIS WHATSOEVER, SHALL BE LIMITED TO THE AGGREGRATE AMOUNT OF CHARGES PAID BY USER RELATIVE TO THE SPECIFIC FEATURE OF THIS SITE OR SITE MATERIALS WHICH IS THE BASIS OF THE CLAIM DURING THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL MOTUS DIGITAL, AND/OR ITS AFFILIATES BE LIABLE TO USER FOR ANY CLAIM RELATING IN ANY WAY TO (A) USER'S INABILITY OR FAILURE TO USE THIS SITE OR ANY SITE MATERIALS PROPERLY OR COMPLETELY, EVEN IF ASSISTED BY MOTUS DIGITAL, ITS AFFILIATES OR CONTRIBUTORS, OR ANY DECISION MADE OR ACTION TAKEN BY USER IN RELIANCE UPON THIS SITE DELIVERED INFORMATION AND SERVICES; OR (B) ANY LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES RELATING IN WHOLE OR IN PART TO USER'S RIGHTS UNDER THIS AGREEMENT OR USE OF, OR INABILITY TO USE THIS SITE OR ANY SITE MATERIALS, EVEN IF MOTUS DIGITAL, AND/OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MOTUS DIGITAL SHALL HAVE NO LIABILITY WHATSOEVER TO USER FOR ANY CLAIM RELATING IN ANY WAY TO ANY THIRD PARTY CONTENT OR FEATURE.
12. Indemnification. User agrees to defend, indemnify, and hold Motus Digital, its affiliates, contractors, suppliers, directors, employees and agents harmless from any and all claims, costs, damages, judgments, and liabilities (including but not limited to reasonable attorney's fees) made by any third party and arising from or related to: User's violation of the terms and conditions of this Agreement or User’s violation of the intellectual property rights of any third party.
13. Limitation of Time to Assert Claims. Except for claims by Motus Digital relating to improper use of this Site, no claim, regardless of form, which in any way arises out of this Agreement, may be made, if such claim is brought, under this Agreement more than one year after the basis for the claim becomes known to the party desiring to assert it.
15. Entire Agreement. This Agreement embodies the entire understanding between User and Motus Digital with respect to the subject matter herein, and supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter.
16. Force Majeure. Motus Digital’s performance under this Agreement is subject to interruption and delay due to causes beyond its reasonable control, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies, acts of third parties, and any other cause beyond the reasonable control of.
17. General Provisions. This Agreement will be governed by and construed under the law of the state of Illinois, U.S.A. without regard to conflicts of law provisions. The parties agree that the state and federal courts sitting in Illinois will have exclusive jurisdiction over any claim arising out of this Agreement and each party consents to the exclusive jurisdiction of such courts. Neither this Agreement nor any part or portion may be assigned, sublicensed or otherwise transferred by User without Motus Digital’s prior written consent. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions will not be affected thereby. Failure of any party to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. The headings and captions contained in this Agreement are inserted for convenience only and do not constitute a part of this Agreement.