MotionQL Terms of Service

Effective [EFFECTIVE DATE]

These Terms of Service (the "Terms") govern your purchase of MotionQL licenses and subscriptions, your use of our website at https://motionql.com (the "Website"), your customer account (if any), support services, and your license to the self-hosted MotionQL Team Server. They are an agreement between you and Shoval Real Estate Holdings LLC, [ADDRESS] ("we", "us").

Use of the MotionQL desktop application itself is governed by the End User License Agreement (the "EULA"). Capitalized terms not defined here have the meaning given in the EULA. If these Terms and the EULA conflict about the desktop application, the EULA prevails; for everything else, these Terms prevail. A signed agreement between you and us overrides both where they conflict.

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1. Who may buy

1.1 You must be at least 18 years old and able to enter into a binding contract. If you buy on behalf of an organization, you confirm you are authorized to bind it.

1.2 You must give accurate account, billing and tax information and keep it up to date.

1.3 You may not buy or use our products if you are subject to sanctions or located in a sanctioned country or region (see EULA section 15).

2. Orders, pricing and payment

2.1 Orders. An Order is formed when we (or our authorized reseller or payment provider) confirm your purchase. Each Order states the Edition, number of Authorized Users, term, price and any Team Server entitlement.

2.2 Prices. Prices are as listed on the Website or in a quote at the time of your Order. Unless stated otherwise, prices exclude taxes. We may change our prices, Editions, plans and the features included in them at any time for new Orders. For an existing subscription, a price change applies only from your next renewal and only after the notice in section 3.2; it never changes the price of a term you have already paid for. Promotional prices apply only for the period stated in the promotion.

2.3 Payment. Card and online payments are processed by our payment provider Paddle. We do not receive or store your full card number. Invoiced Orders are payable within 30 days of the invoice date, in the currency stated on the invoice.

2.4 Merchant of record. Orders placed through the Website are sold by our reseller Paddle.com Market Ltd ("Paddle"), which is the merchant of record for those Orders and handles payment, invoicing, sales tax and VAT, and refunds under its own buyer terms. We remain the licensor of the Software and the provider of support. Orders under a signed quote or invoice from us are sold by us directly.

2.5 Taxes. You are responsible for all sales, use, value-added, goods and services and similar taxes, except taxes on our income. If you are required to withhold tax, you will gross up the payment so we receive the full amount, unless the law prohibits it.

2.6 Late payment. If an undisputed amount is more than 15 days overdue after we notify you, we may suspend paid features or support until payment is received, and charge interest at the lower of 1% per month or the maximum rate allowed by law.

2.7 Disputes. If you dispute an invoice in good faith, tell us within 30 days of the invoice date. We will work with you to resolve it; undisputed amounts remain payable.

3. Subscriptions and renewals

3.1 Term. A subscription starts on the date in the Order and lasts for the term stated (for example monthly or annually).

3.2 Automatic renewal. Unless the Order says otherwise, subscriptions renew automatically for the same term length at our then-current prices, unless either party gives notice of non-renewal at least 30 days before the end of the term (or, for monthly plans, before the next billing date). We will notify you of any price increase at least 30 days before it takes effect. You can turn off automatic renewal in your account at https://motionql.com/account or by writing to support@motionql.com.

3.3 Adding users. You can add Authorized Users during a term. Additional users are charged pro rata for the remainder of the term and renew with the subscription.

3.4 Reducing users. You can reduce the number of Authorized Users with effect from the next renewal.

3.5 Perpetual licenses. If we offer perpetual licenses, the Order states the included maintenance period. After it ends, you may keep using the version you had, but you are not entitled to new versions or support unless you renew maintenance.

4. Refunds and cancellation

4.1 Trial first. We offer a 14-day trial so you can evaluate the Software before buying.

4.2 Refund window. If you are not satisfied, you may request a full refund within 30 days of your first purchase of a given subscription (not of renewals), by writing to support@motionql.com. After a refund, the related License Key is revoked.

4.3 Consumers in the EU/UK. If you are a consumer in the European Union or the United Kingdom, you have a statutory right to withdraw from a purchase within 14 days. Because the Software is digital content supplied immediately, you acknowledge at checkout that, by requesting immediate delivery of the License Key, you lose that withdrawal right once delivery begins, to the extent permitted by law. The refund window in section 4.2 still applies.

4.4 Cancellation. Cancelling a subscription stops future renewals. Unless required by law or stated in section 4.2, fees already paid are non-refundable, and the subscription stays active until the end of the paid term.

5. License keys and delivery

5.1 We deliver License Keys electronically to the email address in the Order or through your account.

5.2 License Keys are verified offline by the Software. We may revoke a License Key if an Order is refunded, charged back or not paid, or if a key has been published or shared in breach of the EULA. Because License Keys are checked offline, a key also carries its own expiry date. A revoked key stops working at that expiry date at the latest, and we may also refuse to renew or reissue it.

5.3 If you lose a License Key, we will reissue it on request.

6. The Website and your account

6.1 Use of the Website. You may use the Website to learn about, try and buy our products, and to manage your account. You must not misuse it, including by attempting to gain unauthorized access, interfering with its operation, scraping it in a way that places an unreasonable load on it, or uploading malicious code.

6.2 Account security. You are responsible for keeping your account credentials confidential and for activity in your account. Tell us promptly at security@motionql.com if you suspect unauthorized access.

6.3 Content. The Website content is owned by us or our licensors. You may view and print it for your own use in connection with our products.

6.4 Links. The Website may link to third-party sites. We are not responsible for their content or practices.

6.5 Privacy. Our Privacy Policy describes how we handle personal data collected through the Website, purchases and support.

7. Support

7.1 Support is provided as described in our Support and Service Level Policy for the plan in your Order.

7.2 What you send us. Support does not require you to send us Customer Data. Please do not send database contents, credentials, API keys or connection strings with support requests. If you choose to share logs, screenshots or diagnostics, remove sensitive information first. Where you nevertheless send personal data as part of a support request, we process it as described in the Privacy Policy and, for business customers who have signed it, the Data Processing Addendum.

7.3 We do not access your devices, databases or Team Server remotely unless you explicitly invite us to (for example a screen-sharing session you start), and then only for the duration and scope you allow.

8. Team Server license

8.1 Grant. If your Order includes the MotionQL Team Server, we grant you, during the term of your Order, a non-exclusive, non-transferable, non-sublicensable license to install and run the Team Server software on infrastructure you or your hosting provider operate, for use by your Authorized Users, up to the number of users stated in the Order.

8.2 Self-hosted. You host and operate the Team Server. You are responsible for its infrastructure, configuration, security (including TLS certificates, identity provider settings, master encryption keys and backups), availability and the data stored in it. We do not have access to your Team Server unless you give it to us.

8.3 What it stores. The Team Server stores user accounts, organization membership, roles, folder permissions, policies, audit events and shared items (such as queries, aggregations, scripts, snippets, task definitions and connection settings). It is designed to reject, not store, database passwords, keys and other secrets in shared connection settings.

8.4 Restrictions. The restrictions in EULA section 5 apply to the Team Server, except that you may make copies needed for high availability, backup, disaster recovery and testing, and may run it in containers you build from the software we provide. You may not offer the Team Server as a service to third parties.

8.5 Updates and support. Team Server updates and support are included during the term of your Order, as described in the Support and Service Level Policy.

8.6 End of term. When your Team Server entitlement ends, you must stop running the Team Server within 30 days. You may keep your database and backups, and may run the server's export commands during that period to export audit logs and shared items.

9. Hosted services

We operate the following online services, which are provided under these Terms: the Website and customer account, where License Keys are issued after purchase; the release and update service; the product service for usage statistics, required updates and in-app notices described in EULA sections 7.6, 8.5 and 8.6; and, if you opt in, the crash-report service. These services are provided on a best-effort basis without a service level, and the Software keeps working (including License Key verification) when they are unavailable. If we later offer other hosted services, their descriptions and any service levels will be set out in the Order or the Support and Service Level Policy.

At the effective date of these Terms, we do not operate a hosted service that stores or processes the contents of your databases.

10. Acceptable use

You must comply with our Acceptable Use Policy when using our products, the Website and support.

11. Confidentiality

11.1 Each party will protect the other's confidential information with at least reasonable care, use it only to perform under these Terms, and disclose it only to its employees, contractors and advisers who need to know it and are bound by similar obligations.

11.2 Confidential information does not include information that is public through no fault of the recipient, was already known to the recipient, is independently developed, or is lawfully received from a third party. A party may disclose confidential information when required by law, after giving the other party notice where lawful.

12. Warranties, liability and indemnity

12.1 The warranty, disclaimer and limitation of liability in EULA sections 12 and 13 apply to the Software, the Team Server, support and the Website, as if set out here.

12.2 IP indemnity. We will defend you against any third-party claim that the Software or the Team Server, as provided by us and used in accordance with these Terms, infringes that third party's patent, copyright or trademark, or misappropriates its trade secret, and will pay the damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Third-Party Components, AI output, Customer Data, your modifications, or combination with products we did not provide. If such a claim is made or likely, we may obtain the right for you to keep using the product, modify it to be non-infringing, or terminate the license and refund prepaid fees for the unused term. This section states our entire liability for infringement claims.

12.3 Your indemnity. You will defend us against third-party claims arising from your Customer Data or your use of our products in breach of these Terms, the EULA or the Acceptable Use Policy, and pay the damages and costs finally awarded or agreed in settlement.

12.4 Procedure. The indemnified party must notify the other promptly, give it sole control of the defense and settlement (no settlement may impose obligations on the indemnified party without its consent), and provide reasonable cooperation.

13. Suspension and termination

13.1 We may suspend access to the Website, your account or support if reasonably necessary to prevent harm, a security risk or a breach of these Terms, and will restore access once the issue is resolved.

13.2 Either party may terminate an Order for material breach not cured within 30 days of notice. If we terminate for your breach, amounts owed become payable. If you terminate for our breach, we will refund prepaid fees for the remaining term.

13.3 On termination, the consequences in EULA section 14.4 and section 8.6 above apply.

14. Changes to these Terms

We may update these Terms. We will post the updated Terms on the Website with a new effective date and, for material changes, notify account holders by email at least 30 days before they take effect. Changes do not affect Orders during a term already paid for, unless you agree, and apply to renewals after they take effect.

15. General

15.1 Governing law and venue. These Terms are governed by the laws of the State of Wyoming, United States, and applicable United States federal law, excluding its conflict-of-laws rules. The state and federal courts located in Laramie County, Wyoming have exclusive jurisdiction. Consumers may also bring proceedings where they live, and keep the protection of the mandatory laws of their country of residence.

15.2 Publicity. We will not use your name or logo as a customer reference without your prior written consent.

15.3 Assignment, entire agreement, severability, waiver, force majeure and notices. EULA sections 17.3 to 17.9 apply to these Terms.

15.4 Contact. Shoval Real Estate Holdings LLC, [ADDRESS] · Sales: sales@motionql.com · Support: support@motionql.com · Legal: legal@motionql.com · https://motionql.com