Motomo, Inc. Terms & Conditions
1.1 In these Terms, the following terms shall have the following meanings:
“Agreement” means the Quote, these Terms and any Contract for Services.
“Client” means the person, firm, company or other entity who has instructed Motomo Inc. to carry out the Services (as defined below) as set out in this Agreement.
“Client Materials” means any goods, products and materials in whatever form (including all Intellectual Property Rights in the same) provided or made available by the Client to Motomo Inc. for use in connection with this Agreement, and including any master tapes, film negative prints, sound tapes, video tapes or visual images or sound held in any media.Motomo Inc. is the entity that Client engages with. The name Motomo Studio is a dba and is interchangeable with Motomo, Inc. in communication.
“Motomo Inc.” and “Motomo Studio” mean Motomo Inc., 3293 Kelton Ave, Los Angeles, CA 90034
2. FORMATION OF CONTRACT
2.1 The Services will be carried out in accordance with these Terms, any Quote, Estimate or Purchase Order and any subsequent Contract for Services to the exclusion of any other terms and conditions the Client seeks to impose whether orally or in writing, unless agreed otherwise in writing by the parties.
2.2 Upon requesting Services from Motomo Inc., the Client shall be deemed to have accepted these Terms and these Terms shall become binding as between the Client and Motomo Inc., notwithstanding the absence of any formal acknowledgement.
3. PRICES AND TERMS OF PAYMENT
3.1 Motomo Inc. will invoice the Client for the prices quoted in respect of Services to be provided at the times set out in the relevant Quote or Contract for Services.
3.2 Motomo Inc. shall be entitled to make an adjustment to any quoted prices in the event that additional costs are incurred, or likely to be incurred, by reason of:
3.2.1 the Client Materials (or any part thereof) being, in the reasonable opinion of Motomo Inc., in any way defective, in an unsuitable format (or a different format to that which Motomo Inc. is expecting to receive the same) or of unsuitable quality for normal processing;
3.2.2 any information supplied by the Client or any third party in connection with this Agreement and the Services being inaccurate or incomplete, or failing to give Motomo Inc. a full and accurate indication of the work involved and/or time and resources required; or
3.2.3 feedback and approvals are not provided within three days of designated times; or
3.2.4 changes by the Client or any third party in its requirements for the Services or Works; or
3.2.5 exceptional circumstances outside the control of Motomo Inc., including but not limited to changes in third party costs. Motomo, Inc. must receive payment on the scheduled payment due dates. If payments are not received on time, we may suspend all work until the problem is resolved.
4. DELIVERABLES AND INTELLECTUAL PROPERTY
4.1 Deliverables need to be defined at the onset of the engagement. Any changes to Deliverables may induce extra costs.
4.2 Client acknowledges that Motomo Inc. (or its third party licensors) owns, and shall retain ownership of, Motomo Inc. Intellectual Property, and Motomo Inc. shall not at any time be required to deliver, license or grant any rights to the Client any of Motomo Inc. Intellectual Property whatsoever.
4.3 Client acknowledges and agrees that if in the course of performing the Services (including any processing or production of materials on behalf of the Client) Motomo Inc.: (a) discovers or devises any techniques or know-how; or (b) creates any mechanical or electronic devices, software (in source code and object code), libraries, engines, subroutines, data, files, development tools and utilities (in source code and object code form), or any underlying models, rigging, and animation data to provide the Services, all rights of every kind in and to the foregoing shall belong to and vest in Motomo Inc. and shall be deemed to be Motomo Inc. Intellectual Property for the purposes of this Agreement.
4.4 Motomo Inc. shall retain ownership and possession of, and all rights (including all of Motomo Inc. Intellectual Property Rights) in and to, any original character design, ideas or concepts presented or created by Motomo Inc. in relation to this Agreement, unless otherwise agreed in writing by the parties. Where the Client requires a license to use any such original character design, ideas or concepts, for whatever purpose, the terms of such license shall be agreed by the parties in writing pursuant to a Quote and/or any subsequent Contract for Services.
4.5 In the pursuit of a collaborative relationship, Motomo Inc. may share working files with Client upon request during or at the conclusion of production. Unless explicitly set forth in the project contract, it is solely at Motomo Inc.’s discretion to decide what files may be shared. Motomo Inc. strictly does not share underlying files such as 3d models, animation data, dynamics sims, character rigs and tracking data..
If, at your request, one or more representatives of Motomo, Inc. are required to travel to a city outside of the southern California area, these representatives will be entitled to appropriate prepaid travel,
Accommodations and per diem. Unless otherwise noted, these costs are not included in the bid.
6. INDEMNIFICATION AND LIMITATION OF LIABILITY:
6.1 By Motomo Inc.
Motomo Inc. agrees to indemnify, defend and hold Client, its directors, officers, employees, agents and assigns, harmless, at its own cost and expense, from and against any and all liabilities, losses, damages, injuries, costs and expenses (including reasonable attorneys’ fees and costs) (“Losses”) incurred as a result of or in connection with any third party claim or action arising out of or relating to any (a) breach of any of Motomo Inc.’s representations, warranties and/or covenants set forth herein and (b) infringement, misappropriation and/or violation of the intellectual, proprietary or other rights of any third party arising out of Client’s use or exploitation of the Commercial in accordance with and as specifically permitted under this Agreement, but specifically excluding any such claim or action caused by or based upon the Client Materials and/or any unauthorized act or omission of Client, its employees, contractors, representatives, agents, licensees, successors or assigns, including any breach hereof.
6.2 By Client.
Client agrees to indemnify, defend and hold Motomo Inc., its affiliates, and their respective directors, officers, employees, agents and assigns, harmless, at its own cost and expense, from and against any and all Losses incurred as a result of or in connection with any third party claim or action arising out of or relating to any (a) breach of any of Client’s representations, warranties and/or covenants set forth herein and (b) infringement, misappropriation and/or violation of the intellectual, proprietary or other rights of any third party arising out of any use or exploitation of the Client Materials.
7. Independent Contractor.
Each Party is an independent contractor and each Party’s personnel are not employees or agents of the other Party for tax purposes or any other purposes whatsoever. Personnel of one Party have no authority to make representations, commitments, bind or enter into contracts on behalf of or otherwise obligate the other Party in any manner whatsoever. Nothing in this Agreement shall be construed or deemed to constitute, create, give effect to or otherwise recognize a joint venture, partnership, business entity of any kind, nor constitute one Party an agent of the other Party.
8. CLIENT CANCELLATION AND TERMINATION.
Client may cancel or terminate the Services at any time following the Effective Date upon five days’ prior written notice to Motomo Inc.; provided, however, that Client shall be required to remit the following amounts: (a) if the effective date of cancelation or termination occurs before 50% of the production schedule is completed, then Client shall remit or Motomo Inc. shall retain (as the case may be) all out-of-pocket costs and expenses and 50% percent of the total Fees and (b) if the effective date of cancelation or termination of the Services occurs after 50% of the production schedule is completed, then Client shall remit to Motomo Inc. all out-of-pocket costs and expenses and the total amount of the Fees.