Terms

1. SAAS SERVICES AND SUPPORT

1.1 Mottie Inc. (“Company”) will use commercially reasonable efforts to provide Customer access to the AI-powered HR assistant services (“Services”) in accordance with the Service Level Terms, if applicable.

1.2 As part of the registration process, Customer will identify an administrative user name and password for Customer’s account. Company reserves the right to refuse registration of, or cancel, passwords it deems inappropriate.

1.3 Subject to the terms herein, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practices.

2. DEFINITIONS & INTERPRETATION

2.1 Admin Users & End Employees: Mottie provides Services to both administrative users and end employees. By using the Services, end employees automatically agree to these Terms of Use. Mottie is not liable for any incorrect AI-generated responses provided to end employees. Customers should verify critical information independently.

2.2 Aggregated Statistics: Mottie may use anonymized data to create aggregated insights for service improvement, but individual customer data remains protected.

2.3 Confidential Information: Any non-public business, technical, or financial information shared between parties under this Agreement must be kept confidential and not disclosed to third parties.

3. LICENSE & USAGE RIGHTS

3.1 Mottie grants a non-exclusive, non-transferable license to access and use the Services.

3.2 Customers may not sublicense, modify, resell, or integrate Mottie’s Services into third-party products without explicit permission.

3.3 By using the Services, all users, including end employees, acknowledge and accept these Terms of Use.

4. DATA USAGE & PRIVACY

4.1 Mottie stores customer data in AWS Europe and does not transfer data outside the EU.

4.2 No customer data is used to train AI models.

4.3 Customers are responsible for providing privacy notices and obtaining necessary consents from their employees.

4.4 Customers retain ownership of their data but grant Mottie a limited license to process it solely for the purpose of delivering Services.

5. CUSTOMER RESPONSIBILITIES

5.1 Customers must maintain the security of their accounts, prevent unauthorized access, and ensure compliance with applicable laws.

5.2 Customers are responsible for securing necessary equipment and internet connectivity required to use the Services.

5.3 End employees using the Services must comply with these Terms, and Customers are responsible for ensuring their adherence.

6. PAYMENT TERMS

6.1 Payments must be made within 30 days of the invoice date.

6.2 If payments are overdue by more than 30 days, Mottie reserves the right to charge interest at a rate of 1.5% per month and may suspend Services until payment is received.

6.3 Additional charges apply for third-party integrations such as LLM providers, email, SMS services, and cloud hosting.

7. SERVICE AVAILABILITY & CHANGES

7.1 Mottie may modify or update Services as necessary.

7.2 Significant modifications will be communicated at least 30 days in advance whenever feasible.

7.3 Mottie does not guarantee uninterrupted Services and is not liable for delays due to uncontrollable events (Force Majeure), such as natural disasters, cyber-attacks, or government actions.

8. TERM & TERMINATION

8.1 This Agreement is effective for the Initial Service Term specified in the Order Form and will automatically renew for the same duration unless either party provides notice at least 30 days before renewal.

8.2 Either party may terminate this Agreement with 30 days’ notice if the other party materially breaches its terms. Upon termination, Mottie may provide a limited period for data retrieval before deletion.

8.3 The contract is yearly and cannot be terminated without cause. If a customer wishes to terminate earlier, Mottie will continue to provide the service until the end of the yearly contract. Customers must give 30 days' notice before the end of the yearly renewal, or the contract will be automatically invoiced for another year.

9. WARRANTY DISCLAIMER

9.1 Company will use reasonable efforts to maintain Services with minimal errors or interruptions. However, Company does not guarantee uninterrupted or error-free services. Services are provided “as is” without warranties of any kind, express or implied.

10. LIMITATION OF LIABILITY

10.1 Mottie’s liability under this Agreement is capped at the total fees paid by the Customer in the 12 months preceding the claim.

10.2 Mottie is not liable for indirect, incidental, or consequential damages, including business disruption or data loss.

10.3 Mottie is not liable for errors or failures caused by third-party integrations used by Customers.

10.4 Mottie is not liable for damages resulting from Force Majeure events beyond its control.

11. INDEMNIFICATION

11.1 Customers agree to indemnify and hold harmless Mottie against claims resulting from their use of the Services in violation of these Terms.

11.2 Mottie is not responsible for inaccuracies or misinterpretations resulting from AI-generated responses.

11.3 Mottie is not responsible for third-party claims arising from integrations, network failures, or unauthorized access due to customer negligence.

12. DISPUTE RESOLUTION

12.1 Any disputes will be resolved through mediation or arbitration before pursuing litigation.

12.2 This Agreement is governed by the laws of Delaware.

13. MISCELLANEOUS

13.1 If any provision of this Agreement is found unenforceable, it will be modified to the extent necessary to be enforceable. This Agreement is governed by the laws of Delaware.

13.2 Neither party may assign rights under this Agreement without consent, except in the event of a merger or acquisition.

13.3 This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. Any modifications must be in writing.

13.4 No agency, partnership, or employment relationship is created by this Agreement.

14. SOFTWARE UPDATES & PATCHES

14.1 Software Updates & Patches: Mottie may from time to time update, patch, or upgrade the Services to improve functionality, security, or performance. Customers will be notified in advance of significant updates. The Company is not liable for any interruptions or downtime caused by these updates, and they will be delivered at Mottie's discretion, with no additional charge unless otherwise specified.

15. USER CONTENT & INTELLECTUAL PROPERTY

15.1 User Content & Intellectual Property: Customers retain ownership of all content and data provided by their users (e.g., administrative users and end employees) in connection with the Services. By using the Services, Customers grant Mottie a limited, non-exclusive license to process and store this content solely for the purpose of providing and improving the Services. Mottie does not claim ownership of any user content and will not use it for purposes outside of delivering the Services.

16. EMPLOYEE USAGE & CONSENT

16.1 Employee Usage & Consent: By accessing and using the Services, both administrative users and end employees consent to these Terms of Use. Customers are responsible for ensuring that their employees are informed of and comply with these Terms, including any applicable privacy notices. Mottie assumes that, by using the Services, all users consent to the processing of their data in accordance with the terms of the Agreement.

Contact Information:
For inquiries, contact info@mottie.co