THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between motionfarm LLC, a limited liability company organized under the laws of Wyoming, United States of America (“motionfarm.io”) and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of motionfarm LLC’s website: motionfarm.io (the “Website”) and any other media form, channel, mobile website or mobile application related, linked, or otherwise connected thereto. By accessing the Website, you agree to adhere to all terms and conditions. Failure to agree and adhere to all of the terms, conditions and obligations contained herein results in the express prohibition of the Client’s use of the Website, and the Client is ordered to discontinue use immediately. Any ongoing obligations for payment to motionfarm.io for services rendered will remain in effect.

1. Intellectual Property Rights

Unless otherwise indicated, the Website is the exclusive property of motionfarm.io. All content, including but not limited to, source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics, whether collectively or individually referred to as the “Content,” as well as trademarks, service marks, and logos (the “Marks”), are owned and controlled by motionfarm.io. These are protected under the copyright and trademark laws of Wyoming, United States of America, as well as applicable foreign jurisdictions and international conventions.

The Content and Marks are provided on an “As-Is” basis for your informational and personal use only. Except as expressly permitted in this Agreement, no portion of the Website or Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without the prior express written consent of motionfarm.io. motionfarm.io reserves all rights not expressly granted in and to the Website, Content, and Marks.

2. Ownership of Materials

All design and original source files created on the Client’s behalf (“Tasks”) are the exclusive property of the Client. The Client shall retain sole ownership of the copyright for all Tasks. In the event that any legal principle would otherwise vest ownership in motionfarm.io, motionfarm.io irrevocably assigns all rights, title, and interest in the Tasks to the Client without limitation.

The Client warrants that all materials provided to motionfarm.io for incorporation into a Task are owned by the Client and do not infringe upon any third-party rights, including intellectual property rights and rights of publicity.

motionfarm.io reserves the right to showcase the Client's design work publicly (e.g., on social media, website) unless otherwise agreed upon through a Non-Disclosure Agreement (NDA) or specific contract terms.

3. Third-Party Fonts

If a Task includes fonts not owned by motionfarm.io that require a commercial license for legal reproduction, distribution, or public display (“Third-Party Font(s)”), motionfarm.io will notify the Client in writing. This notification will detail the specific Third-Party Fonts used and provide information necessary for the Client to obtain the required licenses from the rights-holder(s). Once notified, the Client assumes full responsibility for acquiring the appropriate licenses and any consequences resulting from failure to do so.

4. User Representations

By using the Website, Client represents and warrants that: Client has the legal capacity and agrees to comply with these Terms of Use; Client is not a minor in the jurisdiction of their domicile; Client will not access the Website through automated or non-human means; Client will not use the Website for any illegal or unauthorized purpose; Client’s use of the Website will not violate any applicable law or regulation.

5. Prohibited Activities

The Client agrees to use the Website solely for the purposes for which it is provided. The Website may not be used for any commercial endeavors other than those related to the Tasks performed by motionfarm.io on behalf of the Client. Furthermore, the Client agrees not to:

6. Client Feedback

The Client acknowledges and agrees that any questions, comments, suggestions, or other feedback (each a “Submission”) provided to motionfarm.io shall become the sole property of motionfarm.io. motionfarm.io is under no obligation to maintain the confidentiality of any Submission. Except where rights are explicitly granted to the Client under Section 2 (“Ownership of Materials”), motionfarm.io will have full ownership of all rights related to the Submission and may use, disclose, or disseminate it for any lawful purpose without requiring permission, acknowledgment, or compensation to the Client. The Client warrants that they have the right to make the Submission and hereby waives any claims against motionfarm.io regarding its use.

7. Management and Oversight

motionfarm.io reserves the right to monitor the Website for any violations of these Terms of Use or applicable laws, statutes, or regulations. In response to any such violation, motionfarm.io may take appropriate legal action. Additionally, motionfarm.io reserves the right to restrict, suspend, or terminate access to the Website at its sole discretion, without notice or liability to the Client.

8. Task Completion Policy

motionfarm.io provides its services on a task-by-task basis or multiple tasks at a time for an adjusted rate. The Client agrees that when opting for the task-by-task service model, each task must be fully completed, paused, or canceled by the Client before work can commence on the next task. This ensures clarity and efficiency in the delivery of services. For clients opting for multiple tasks at a time, tasks may progress concurrently, but the same completion, pause, or cancellation rules apply.

9. Dedicated Expert

As part of the subscription, motionfarm.io will assign a Dedicated Expert to the Client. This expert, possessing specialized knowledge in healthcare, tech, and life sciences marketing, will help the Client maximize the value of their subscription. During short call meetings, the Client will communicate their vision, and the Dedicated Expert will translate this vision into actionable tasks. The Dedicated Expert is not a full-time or part-time employee of the Client, and their advice must be scheduled in advance. While the Client may request as many calls as needed, subject to the expert's availability, they are encouraged to track task progress on their personalized Trello board.

10. Privacy Policy

By using the Website, the Client agrees to be bound by and comply with the Privacy Policy, which is incorporated into these Terms by reference. The Website is hosted in the United States, and accessing the Website from outside this region may involve the applicability of different laws governing personal data collection, use, or disclosure. By continuing to use the Website, the Client expressly consents to the transfer and processing of their data in the United States. motionfarm.io does not knowingly solicit or accept information from individuals under the age of 18. Should motionfarm.io become aware that personally identifiable information has been provided by a person under 13 without parental consent, such information will be deleted promptly in compliance with applicable laws.

11. Returns and Refunds

motionfarm.io reserves the right to deny refunds at its sole discretion, without notice or liability to the Client. Refund requests will be assessed on a case-by-case basis. If the Client requests a refund during the first month of service, all materials produced by motionfarm.io remain the property of the company and may not be used by the Client. If a refund is granted, a 50% fee will be applied to the remaining billable period. motionfarm.io reserves the right to take legal action if this provision is breached.

12. Modification

motionfarm.io reserves the right to change, alter, modify, amend, or remove any content on the Website for any reason, at its sole discretion. motionfarm.io also reserves the right to modify or discontinue all or any part of the Website without prior notice and without liability to the Client.

13. Connection Interruptions

motionfarm.io does not guarantee or warrant that the Website will be available and accessible at all times. Issues such as hardware or software malfunctions, or other unforeseen events, may result in interruptions, delays, or errors that are beyond motionfarm.io’s control. The Client agrees that motionfarm.io shall not be liable for any loss, damage, or inconvenience caused by the Client’s inability to access or use the Website during such interruptions.

14. Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to conflict of law principles.

15. Litigation

Any legal action arising from or related to these Terms of Use shall be brought in the state courts of Wyoming or in the United States District Court for the District of Wyoming. The parties consent to personal jurisdiction in these courts and waive all defenses related to personal jurisdiction and venue. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act is expressly excluded from these Terms of Use.

16. Disclaimer

The Website is provided on an "as-is" and "as-available" basis. The Client agrees that their use of the Website and Services is at their sole risk. motionfarm.io disclaims all warranties, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. motionfarm.io makes no warranties or representations about the accuracy or completeness of the Website's content or any content linked to the Website. motionfarm.io assumes no liability for any errors, personal injury, property damage, unauthorized access, interruptions, or any bugs, viruses, or other harmful components transmitted to or through the Website by any third party. motionfarm.io does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Website or any linked websites or mobile applications

17. Limitations of Liability and Indemnification

motionfarm.io and its directors, employees, members, independent contractors, or agents shall not be liable to the Client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, including but not limited to lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures, or other damages arising from the Client’s use of the Website. The Client agrees to defend, indemnify, and hold harmless motionfarm.io, its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees, arising out of: (1) the use of the Website; (2) breach of these Terms of Use; (3) any breach of the Client’s representations and warranties; or (4) the Client’s violation of any third party’s rights, including intellectual property rights. Notwithstanding the foregoing, motionfarm.io reserves the right, at the Client’s expense, to assume the control and defense of any matter for which the Client must indemnify motionfarm.io. The Client agrees to cooperate with the defense of such claims.

18. User Data

The Client is solely responsible for all data transmitted through or related to any activities undertaken using the Website. motionfarm.io shall not be liable for any loss or corruption of such data, and the Client hereby waives any right of action against motionfarm.io for any such loss or corruption.

19. Electronic Communications, Transactions, and Signatures

The Client consents to receive electronic communications from motionfarm.io, agreeing that all agreements, notices, disclosures, and other communications sent via email or through the Website satisfy any legal requirement for written communication. The Client also agrees to the use of electronic signatures, contracts, orders, and records, and to the electronic delivery of notices, policies, and transaction records initiated or completed by motionfarm.io. The Client waives any rights or requirements under any laws that mandate original signatures or non-electronic records.

20. Showcasing Design Work

motionfarm.io reserves the right to share completed design work on digital channels, including social media and the company’s website, unless otherwise agreed upon. The Client has the option to issue a Non-Disclosure Agreement (NDA) with motionfarm.io, which would prevent motionfarm.io from sharing or publicly discussing the Client’s work.

21. Miscellaneous

These Terms of Use, along with any policies posted on the Website, constitute the entire agreement and understanding between the Client and motionfarm.io. The failure of motionfarm.io to enforce any right or provision of these Terms of Use shall not be considered a waiver of such right or provision. If any provision of these Terms of Use is found to be unlawful, void, or unenforceable, that provision shall be severed, but it will not affect the validity or enforceability of the remaining provisions.

22. Contact Information

For any questions or complaints regarding the Website, please contact motionfarm.io at: jose@motionfarm.io