Motionblocks is a subscription-based digital signage software service that allows users to create, manage, and distribute digital content on screens, mobile devices, web sites and other internet-connected devices.
The Motionblocks service is provided to you by Advisia Inc., a Canadian company. These Terms of Use govern your use of the service. In these Terms of Use ("Terms"), the terms "Motionblocks software service", "the service", "the software", "the platform", or "Motionblocks" refer to the service provided on the Motionblocks website, including all functions, the website, user interfaces, and all content and other software associated with this service.
By purchasing or using the service, you warrant that you understand and agree to these Terms. If you are accepting these terms on behalf of a company or other legal entity, you warrant that you are authorized to enter into legally binding contracts on behalf of that entity. If you do not have such authority or do not agree to these terms, please cease using the service immediately.
"User" refers to a person authorized by the Client to use the Service and who has a user ID. Users may include employees, contractors, or agents of the Client and its Affiliates.
"Organization" refers to a dedicated work structure in which one or more members and administrators can collaborate to create, manage, and distribute content.
"Member" refers to a user who is part of an organization. They have the ability to create, manage, and distribute content for the organization but have no management authority over other members or the organization itself.
"Administrator" refers to a member of an organization who, in addition to being able to create, manage, and distribute content, has the authority to invite new members to the organization and manage them. Administrators can also delete an organization.
"Subscription" means a contractual agreement where users pay periodic recurring fees to access and use the software. This subscription, depending on the chosen plan, includes access to the software's features, regular updates, new features, and a level of technical support, also depending on the plan. The user can access the service from multiple devices, and the subscription can be modified or canceled according to the terms specified in the agreement.
"Subscription Fee" means the recurring fee paid for access to the Service.
"Subscription Term" means the duration for which the Customer has subscribed to the Service, as indicated in the applicable Order Form.
"Payment Method" means a current, valid, and accepted payment method, which may be updated from time to time.
"User Content" means the material that the Customer uploads/provides to the software service. (refers to all data, fonts, images, templates, information, content, or materials provided by you to Motionblocks or submitted to the Service by you or your Users in connection with the use of the Service).
"Licensed Content" means the content (including, but not limited to, stock media such as photo, templates, images, video, and audio) made available on the Service.
"Creations" means the content you create on the Motionblocks platform. Your creations may be a combination of User Content, Licensed Content, Quick Create, and/or, including, but not limited to, text, shapes, effects, and animations added in the Motionblocks editor.
"AI Products" means "Quick Create" and other AI-powered features that Motionblocks may offer on its Service.
"Third-Party Services" means all applications, products, websites, and services not provided by Motionblocks that are used by the Customer in conjunction with the Service.
"Confidential Information" means, without limitation, any proprietary information, customer information, product plans, inventions, technical data, trade secrets, know-how, terms of this Agreement, customer data, or other business information, in each case disclosed or made available by one party ("Discloser") to the other party ("Recipient"), whether orally or in writing as set forth below.
2.1 Advisia grants you a limited, non-exclusive, non-transferable, and non-assignable license to use its Motionblocks software service for the duration of your subscription.
2.2 Access to the Service. Subject to your compliance with these Terms, you are granted a license to access and use the Service for business or personal purposes. Each person must have a unique access and you are responsible for all activity conducted on your account. You may not allow any other party to access or use the Service with your username, password, or any other unique security code. You must notify Advisia as soon as possible if you become aware of any unauthorized use of a connection.
2.3 Third-Party Services. You may choose to use the Service in conjunction with third-party websites, platforms, or applications (including, but not limited to, those available on Motionblocks) ("Third-Party Services"). Your use of a Third-Party Service is subject to the terms and conditions applicable to that Third-Party Service. Advisia makes no representations or warranties regarding Third-Party Services and expressly disclaims all liability arising from your use of Third-Party Services.
2.4 Use of AI Products. You may use AI-powered features such as "Quick Create" and other AI-based functionalities that Motionblocks may offer on its Service. Your use of AI Products is subject to additional obligations and restrictions, including, but not limited to, (i) misleading anyone into believing that AI- generated content was created by a human; (ii) providing medical advice or sharing content related to the treatment, prevention, diagnosis, or transmission of diseases; (iii) provide legal or financial advice; (iv) generate legally binding contracts or agreements; (v) generate political content, including for distribution during an election campaign; (vi) generate source code; (vii) generate spam, ransomware, keyloggers, viruses, or other malware; (viii) generate offensive content containing nudity or obscene gestures, bodily fluids, or other vulgarity; (ix) generate or distribute information for use by law enforcement or other legal purposes; (x) implement fully automated decision-making. You are responsible for the text you type and the results you generate.Motionblocks may limit the number of Quick Creates you can create with AI Products. We will notify you when you have reached the maximum number of Quick Creates for your account. Some AI Products may be optional and not be available in all languages.
2.5 Organization Administration. You can create or join an "Organization" on Motionblocks to collaborate with others. Each Organization can have one or more people identified as administrators (each, referred to as an "Administrator"). Administrators can all add, modify, or remove members of the Organization and manage their permissions and access. If you add a person to an Organization, you represent and warrant that you or your organization have obtained all necessary consents. If you enable the account management services that allow you to manage the members using Motionblocks in your organization, you represent and warrant that you are authorized to do so on behalf of your organization. Motionblocks is not responsible for the actions taken by Administrators. It is your responsibility not to upload "User Content" or create content in an Organization’s account if you do not intend to potentially transfer ownership of or disclose such User Content to other members of the Organization. Only import content that you agree other team members can access and control.
2.6 Service Provision. Subject to the terms and conditions of this Agreement, Advisia will provide the Client with access to and use of the Service for the Subscription Term. Advisia may, at its sole discretion, modify, remove, add, or enhance features of the Service from time to time, provided, however, that Advisia does not materially diminish the overall functionality of the Service during the Subscription Term.
3.1 General Restrictions. The Customer, either directly or through a third party, agrees not to (i) modify, adapt, hack, rent, transfer, display, assign, sell, distribute, offer as part of a service bureau, sublicense, or otherwise make available to any third party the Service, disclose or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party; (ii) attempt to copy, modify, duplicate, reproduce, decompile, disassemble, reverse engineer, reduce in any way to a human- perceivable form all or any part of the software, reverse engineer, attempt to discover the source code, modify or create derivative works of the Service, or any part thereof, transmit or distribute all or any part of the software and/or documentation (if any) in any form or medium or in any manner; (iii) attempt to gain, or assist others to gain, access to the Services and/or Documentation; (iv) access the Service for the purpose of evaluating its performance; (v) access the Service for the purpose of creating or marketing a competing product; (vi) use the Service to store or transmit a virus or malicious code; (vii) use a virtual private network (VPN) to circumvent the pricing process or access to content based on geographic location; (viii) use the Service to transmit unsolicited emails or engage in spamming; (ix) circumvent measures we may use to prevent or restrict access to the Service, including, without limitation, features that prevent or restrict the use or copying of any content or apply limitations to the use of the Service or Licensed Content; (x) remove notices or proprietary markings on the Motionblocks software; (xi) use the Motionblocks software service to store or transmit defamatory, unlawful, or privacy-violating material; (xii) use the software service to store or transmit malicious code; (xiii) interfere with the integrity or operation of the software service. For any use deemed to be fair use and/or unauthorized, we reserve the right to terminate your account access without notice.
3.2 Content Restrictions. The Customer agrees not to (i) upload, download, distribute, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, racist, ethnic, harmful to minors, invasive of the privacy of others (including, but not limited to, any address, email, telephone number, or other contact information without the owner's written consent), or otherwise objectionable; (ii) impersonate any person or entity, including, but not limited to, an Advisia employee, or falsely represent their affiliation with any person or entity; (iii) falsify headers or manipulate identifiers to disguise the origin of any content transmitted through the software service; (iv) import, upload, distribute, transmit, or otherwise make available any content to which they do not have a right under any law or contractual or fiduciary relationships (such as inside, proprietary, or confidential information learned or disclosed in the course of employment relationships or under confidentiality agreements); (v) import, upload, distribute, transmit, or otherwise make available any content that infringes any patent, trademark, trade secret, copyright, privacy or publicity rights, or other proprietary rights of any party. If a user is reported to be in violation of the letter or spirit of these terms, Advisia reserves the right to terminate that account at any time without notice.
3.3 Resale Restriction. The Customer agrees not to reproduce, duplicate, copy, sell, resell, or exploit any part of the software service, use of the service, or access to the service without Advisia's written authorization. Retail sales and delivery of the Motionblocks software service are handled directly by Advisia.
4.1 Compliance. The Customer is responsible for using the Motionblocks software service in accordance with the Terms of Service set forth in this document.
4.2 Access and Use. The Customer is responsible for providing all necessary hardware, software, networking, and communication capabilities for the Customer to access the Service. The Customer is responsible for all activities conducted by each of its Users and for each User's compliance with the terms of this Agreement. The Customer is solely responsible for the accuracy, quality, integrity, and legality of the Customer Material, as well as the means by which it acquired the Customer Material and its content. The Customer represents and warrants that it has provided all legally required information and obtained all legally required consents from individuals before adding those individuals to a team.
4.3 Unauthorized Use. You will be responsible for all activities conducted in connection with the Customer account. Motionblocks will not be liable if the customer's login information is used unlawfully by a third party, except in cases of breach or negligence on the part of Motionblocks or its representatives. You agree to notify Motionblocks immediately by sending an email to support@motionblocks.com of any such unauthorized use.
4.4 Malicious and Illegal Content. You must not introduce viruses or access, store, distribute, or transmit any other material during your use of the services that, in Motionblocks' sole discretion acting reasonably, is unlawful or manifestly objectionable, and Motionblocks reserves the right, without liability or prejudice to its other rights, to disable your access to any material that violates the provisions of this clause.
4.5 Age. You warrant that all users of the Customer Account are at least 18 years of age.
4.6 Cooperation. You must provide Motionblocks with all necessary cooperation in connection with this Agreement and all necessary access to the information that Motionblocks may require to provide the Services, including, but not limited to, data, security access information, and current configuration services.
4.7 Breach. You will use the Services and Documentation in accordance with this Agreement and will be responsible for any breach of this Agreement by any of your employees, agents, and subcontractors.
4.8 Telecommunications. You will be solely responsible for acquiring and maintaining your network connections, internet connections, and all other telecommunications-related matters.
4.9 Required Information. You agree to provide Advisia with your contact information, full name, a valid email address, and any other information deemed relevant for management.
4.10 Account Security. You must maintain the security of your account. Advisia will not be liable for any loss or damage resulting from your failure to comply with this security obligation.
4.11 Copyright. You agree not to use the service for any illegal or unauthorized purpose and not to infringe any laws, including but not limited to copyright laws. If any content posted violates the following terms, but not limited to them, Advisia will determine the appropriate action at its sole discretion.
4.12 Compatibility. You are responsible for using the Services only with the equipment, hardware, and systems specified by Advisia as compatible, and you acknowledge that the Services are designed to be compatible only with certain equipment, hardware, and systems. Advisia does not warrant or represent that the Services will be compatible with any other software, hardware, or systems.
5.1 Reasonable Skill and Care. Advisia undertakes to perform the Service, support services, and all additional services with reasonable skill and care. We strive to provide high-quality services that conform to applicable professional standards and meet the reasonable expectations of our users.
5.2 Exclusions and Remediation for Non-Compliance. The commitment in clause 5.1 will not apply to the extent of any non-compliance caused by use of the services contrary to the documentation. However, if the Services do not conform to this commitment, Advisia will make reasonable efforts to resolve the issues as quickly as possible and at its own expense.
5.3 Changes to the Service. Advisia reserves the right to modify the specifications, features, and characteristics of the Service, including but not limited to adding, modifying, or removing features, adjusting or implementing storage or other functionality limitations, or discontinuing the Service altogether at any time, at its sole discretion. We will notify you of such changes as necessary. Advisia may also update or modify the Service from time to time, without significantly reducing the functionality, performance, or security of the Service. In the event of a service interruption, Advisia will endeavor to provide you with a similar service. If this is not possible, we will refund any prepaid fees for the period, if applicable.
6.1 Advisia agrees that data and information uploaded by the Client (or the Client's authorized users) that is stored or processed via the software service ("Client Data") shall be treated as confidential in accordance with Article 7 by Advisia and shall remain the exclusive property of the Client. The Client accepts that it is responsible for the legality, reliability, integrity, accuracy, quality, and use of the data, for maintaining and protecting backups of all its Client Data processed directly or indirectly using the software service, and that Advisia is not liable for any loss or corruption of the data.
6.2 The Customer agrees that Advisia and its affiliated entities may collect and track technical and related information about the Customer's use of the Motionblocks software service, including their internet address and protocol, the hardware and software they use, and various usage statistics to assist in the necessary operation and function of the software service. These actions are solely for internal purposes, including, but not limited to, updates, support, billing, research and development, and marketing by Advisia, its affiliated entities, or its agents.
6.3 If Advisia is required or ordered to disclose Customer data to a third party pursuant to a court order or other legal requirement, and if permitted by law, Advisia shall take all commercially reasonable steps to provide the Customer with prompt notice of any order or basis for disclosure, so as to allow the Customer to take steps to object to such mandatory disclosure if they so wish.
6.4 The services are provided to assist in viewing content on screens and should not be used as a backup solution. You must ensure that you have adequate backup facilities for all content. Advisia will not be liable for any loss or damage suffered by you or any user arising from or related to your failure to implement adequate backup facilities for any content.
7.1 Privacy Policy. Advisia implements and maintains physical, technical, and administrative security measures designed to protect your information from unauthorized access, destruction, use, modification, or disclosure. More detailed information is available upon request, as these measures may change at any time.
8.1 User Content. You are solely responsible for the accuracy, quality, integrity, and legality of all content and data posted and all activity that occurs in your account. You understand that all information, data, text, custom fonts, software, music, sounds, images, videos, messages, services, or other content are the responsibility of the person or entity that produced or provided them, even if Advisia uploads the content to your Motionblocks account at your request. You are responsible for all your content. Advisia will not be liable in any way for any content, including but not limited to errors or omissions in the content, or for any loss or damage of any kind, incurred as a result of any content posted, transmitted, or made available through the software service. You acknowledge that Motionblocks does not review or preview content but has the right, but not the obligation, to refuse or remove any content transmitted through the software, at its sole discretion. Without limiting the foregoing, Advisia has the right to remove any content that violates the Terms of Service. You represent and warrant that you own all rights, title, and interest in and to your User Content or have obtained all necessary rights to your User Content to permit its access, use, and distribution as provided in these Terms. As part of your relationship with Advisia, you own all rights, title, and interest in and to your User Content. You grant Advisia a royalty-free and sublicensable license to display, host, copy, store, and use your User Content only to the extent necessary to provide you with the Service. If you include User Content in a creation that you have shared with others, you grant Advisia a perpetual, royalty-free, and sublicensable license to display, host, copy, store, and use your User Content to the extent necessary to continue making that creation available.
8.2 Licensed Free Content. We provide you with a variety of images from external libraries to use when creating your blocks. Certain restrictions apply to how you may use these images and what you may do with the content in which you include them. These restrictions vary depending on the type and source of the content. For more information, please refer to the policies of the external libraries. If the images are from Unsplash, please refer to Unsplash's license policy. If the images are from Pexels, please refer to Pexels' licensing policy.
8.3 Creations. Your creations may contain a combination of User Content and Licensed Content. While you retain ownership of your User Content, any use of creations containing Licensed Content is subject to the applicable terms set forth in the licensing policies of the licensed content providers. If you use action buttons on mobiles, which redirect the user to other web sites, you are responsible for any inconveniences that could result from such interactions.
9.1 User Contributions. Except as expressly provided herein, all intellectual property rights relating to the Service remain the exclusive property of Advisia. You assign to Advisia all suggestions, ideas, requests for improvements, or other comments that you provide to Advisia concerning the Motionblocks Service. Advisia owns all content, data, software, inventions, ideas, and other technologies and intellectual property that it develops in connection with the Service.
9.2 Exclusive Intellectual Property Rights. Advisia claims exclusive intellectual property rights to all source code and content available from its software service, including, but not limited to, all material available from its website. Any reproduction, licensing, integration, resale, or other form of distribution, whether online or offline, including but not limited to website templates, video templates, or any other use of its source code or content is strictly prohibited.
9.3 Protection of Design Elements. The image, appearance, usability, and functionality of the Motionblocks software service are protected by copyright ©2026 Advisia Inc. All rights reserved. The Customer may not duplicate, copy, or reuse any part of the visual design elements without Advisia's written permission. Removal or alteration of any copyright, trademark, or other proprietary rights notice, including any other copyright management information, is prohibited, whether on or incorporated into the content.
9.4 Intellectual Property Rights in User Content. Advisia does not claim any intellectual property rights in User Content. All content uploaded to the Customer's account remains the property of the Customer. However, by allowing content to be shared publicly, the Customer agrees to allow others to view their content.
9.5 Applicable Laws. The Motionblocks software service is protected by intellectual property laws, other Canadian laws, and international laws and treaties, including export laws. The Customer agrees that it must use the software service and perform all obligations under this Agreement in a manner that complies with all laws applicable to the Customer and its use of the software service and published documentation. This includes, but is not limited to, all applicable legal, contractual, statutory, or common rights, obligations, and restrictions relating to intellectual property rights. The software service provided to the Customer may be subject to Canadian laws and regulations and may also be subject to other applicable import and export laws. The Customer agrees that it must comply with all export laws, rules, and regulations applicable to its use of the Motionblocks software service.
10.1 Ownership Rights. The Motionblocks software service is licensed, not sold. The use of the word "purchase" in connection with software service licenses does not imply a transfer of ownership. Except for the limited rights expressly granted by Advisia to the Customer, the Customer acknowledges and agrees that, between the Customer and Advisia, all rights, title, and interest, including all copyrights, trademarks, patents, trade secrets, intellectual property (including, but not limited to, algorithms and business processes), and other proprietary rights, arising out of or related to the provision of the software service, belong exclusively to Advisia, other than Customer data.
11.1 Subscriptions and Renewals. If you subscribe to a Motionblocks Essentials, Pro, or Enterprise plan, you pay monthly: your subscription will therefore be automatically renewed on a monthly basis. Your Motionblocks subscription continues until you cancel it. You can cancel your subscription at any time. If you cancel your subscription, you will not receive a refund or credit for any amounts already charged.
11.2 Subscription Term. These Terms will take effect as soon as you begin using the Service and will remain in effect until i) your subscription expires or is canceled, if you are a paying subscriber; or ii) your account is deleted or closed, if you are using the free version of Motionblocks. Upon expiration of the initial Subscription Term, the Subscription Term will automatically renew for successive 1-month periods.
11.3 Subscription Fees. Motionblocks software service fees are generally based on (i) the chosen subscription plan, (ii) the number of screens and/or mobile links using the service, (iii) the various options selected and added, and (iii) usage-based services such as the bandwidth consumption of your mobile links.
11.4 Subscription Changes. You can change your Motionblocks software service plan at any time during your subscription period by upgrading or downgrading your plan and options. Changes to the service plan or options will take effect immediately. After a change to the service plan, you will be billed immediately for the additional charges due for the upgraded service plan, based on the remaining term of the applicable one (1) month term. For example, you can add and link additional screens during a subscription period via the platform, for which additional charges will be applied to those screens, calculated on a pro-rata basis according to the charges for one screen during the current period. Regarding a reduction in the service plan, the Customer will be credited for all reduced services upon payment at the beginning of the next renewal period.
12.1 The Customer will be billed directly by Advisia for the Motionblocks software service. The applicable rate is payable monthly at the beginning of each service period. Bandwidth charges for mobile links are billed at the end of the period.
12.2 Billing Cycle. The Motionblocks service subscription fee, as well as any other charges related to your use of the service, such as taxes, will be billed to your Payment Method on the specific payment date shown on the "Account" page. Your billing cycle is one (1) month. In some cases, your payment date may change, for example, if your Payment Method failed, when you change your plan, or if your paid subscription started on a day that is not in a given month. Please go to the "Account" section to see your next billing date.
12.3 Price Changes. Advisia reserves the right to change its prices at any time. If you have a subscription, changes will only apply from your next renewal date.
12.4 Currencies. All prices are listed in CAD and USD unless explicitly stated otherwise.
13.1 Payment Methods. To use the Motionblocks software service, you must have internet access and provide us with one or more online payment methods. Unless you cancel your subscription before your billing date, you authorize us to charge you the subscription fee for the next billing month via the payment method associated with your account (see "Cancellation" below).
13.2 Updating Your Payment Methods. You can update your payment methods by visiting the "Billing" page. We may also update your Payment Methods with information provided by payment service providers. After any update, you authorize us to continue charging your account using the relevant Payment Method(s).
13.3 Default of Payment. In the event that your Primary Payment Method is declined or is no longer available to us for payment of your subscription fees, you are liable for any outstanding amounts. If a payment fails due to card expiration, insufficient funds, or any other reason, Advisia will provide you with a non-payment notification by email. If at least fourteen (14) days have passed since the payment failure and you do not close your account, we may (i) suspend the provision of technical support services, (ii) suspend your access to our service until we have successfully charged your account using a valid Payment Method, or (iii) terminate your Motionblocks software service.
13.4 Fees and Taxes. For certain Payment Methods, the provider may charge you certain fees, such as international transaction fees or other fees related to processing your Payment Method. Fees related to local taxes may vary depending on the Payment Method used. Please contact your Payment Method provider for more information. Unless otherwise stated, subscription fees do not include sales, use, value- added, or other similar taxes or duties, and all such taxes will be your responsibility.
14.1 Termination. You may cease using the Service and/or terminate your subscription at any time through your account settings. If you terminate your subscription, you will not be entitled to a refund of any fees already paid, and all outstanding fees will become immediately due and payable. Following termination, you will lose access to your account. It will be deleted, and all your data, content, and media will be lost. This action is final and irreversible. To the extent permitted by applicable law, payments are non-refundable, and we do not provide refunds or credits for periods of partial use or for any unused options.
14.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice (i) if the other party commits a material and irreparable breach of this Agreement; (ii) the other party fails to remedy any material and remediable breach within 30 days of written notice of such breach; (iii) the other party becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to the control of a trustee, receiver, or similar authority, or is subject to bankruptcy or insolvency proceedings.
14.3 Effect of Termination for Cause. If this Agreement is terminated due to a default by Motionblocks, Advisia will refund, on a pro rata basis, all prepaid fees for the Service for the period commencing on the effective date of termination until the end of the then-current subscription period. If this Agreement is terminated due to a default by the Customer, the Customer will be required to pay all amounts due for the Service.
14.4 Violations. At any time during the subscription period, if Advisia, in its sole discretion, believes that you, your use of the Service, or your content violates this Agreement, one or more of the following actions may be taken: (i) remove your content; (ii) suspend your access to the Service; (iii) close and delete your account and all associated content and media; (iv) permanently prohibit you from using the Service; and/or (v) disclose the content and/or media to the appropriate government authorities. If you violate the rules, we have the right to remove you from the Service and everything in your account.
14.5 Immediate Termination. Verbal, physical, written, or other abuse by any Advisia customer, employee, subscriber, or agent will result in immediate termination of the account.
14.6 Survival of Terms. The sections entitled "Term and Termination", "Billing", "Advisia’s Intellectual Property", "Limitation of Liability", "Indemnification", and "Miscellaneous" inclusive, shall survive any expiration or termination of these Terms.
15.1 Technical Support Service. The level of technical support service to which you have access depends on your subscription. You may submit a technical support request by email, providing a clear and precise description of any service defect requiring assistance, including the circumstances under which it occurred, the service area to which the defect relates, and any other information reasonably required by Advisia to assist you. Telephone technical support is available during normal business hours (8:30 a.m. to 5:00 p.m. Eastern Time, Monday through Friday). You may leave a message in our voicemail, and we will attempt to return your call as soon as possible.
16.1 Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement and that it has no outstanding agreements or obligations that conflict with any provision of this Agreement or that would prevent it from complying with the provisions of this Agreement.
16.2 Disclaimer of Warranties. EXCEPT AS PROVIDED IN THIS AGREEMENT, YOU UNDERSTAND AND AGREE THAT THE SERVICE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IS PROVIDED "AS IS", AND Advisia, its licensors, and its suppliers expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. ADVISIA MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES THAT THE SERVICES WILL FUNCTION IN COMBINATION WITH THE CUSTOMER'S HARDWARE, OTHER SOFTWARE, OR THIRD-PARTY SERVICES. Advisia makes reasonable efforts to ensure that the Service is free from viruses or other harmful components, but cannot guarantee that the Service will be free from unknown viruses or harmful components. Advisia cannot guarantee that the Service will not experience delays, interruptions, or other errors beyond Advisia's reasonable control and inherent in the use of the Internet and electronic communications. The Service is provided "as is" and "as available." To the maximum extent permitted by applicable law and subject to any non-exclusive rights and remedies available to you under applicable law, Advisia does not warrant that it will verify the accuracy of your data or that it will retain it without loss. You agree that using the Service necessarily involves transmitting your data over networks that Advisia does not own, operate, or control, and that Advisia is not responsible for the loss, alteration, interception, or storage of your data on these networks. Advisia shall not be liable for delays, interruptions, service failures, or other problems inherent in the use of the Internet and electronic communications or any other system beyond Advisia's reasonable control.
16.3 Liability and Indemnification. You agree, to the extent permitted by law, to defend, indemnify, and hold harmless Advisia, its affiliates, officers, directors, agents, licensors, and employees from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in any way related to (i) your breach of these Terms or (ii) User Content.
16.4 Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL ANY PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSSES, OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, EQUIPMENT DELAYS, INJURY, OR ANY OTHER DAMAGES OR LOSS), EVEN IF ADVISED OF THEIR POSSIBILITY, RESULTING FROM (i) the use of, or inability to use, the service; (ii) the cost of providing replacement goods and services resulting from goods, data, information, or services purchased or obtained, or messages received, or transactions entered into through the service; (iii) unauthorized access to or alteration of transmissions or data; (iv) statements or conduct of any third party on the service, or (v) any other matter relating to the service. THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITIES ARISING FROM THE CUSTOMER'S BREACH OF SECTION 3 ("USE RESTRICTIONS") OR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.
17.1 Non-Use and Non-Disclosure. The recipient shall, with respect to the discloser's confidential information: (i) not disclose such confidential information to any third party at any time and limit disclosure to its employees, contractors, or legal, financial, and accounting advisors who need to know and who have agreed to be bound by confidentiality obligations at least as restrictive as the terms of this Agreement; and (ii) protect the confidentiality of the confidential information with at least the same degree of care that the recipient uses to protect its own confidential information of the same nature, but at least with a reasonable degree of care. Notwithstanding the foregoing, the recipient may disclose confidential information only to the extent necessary to comply with a court order or as required by law or a governmental agency, provided that the recipient gives the discloser prompt written notice and obtains or permits a reasonable effort on the part of the discloser. Neither party shall issue any press release or other public announcement relating to the subject matter of this Agreement without the prior written consent of the other party.
17.2 Exclusions. These restrictions shall not apply to confidential information to the extent that it (i) was in the public domain at the time of disclosure; (ii) became publicly available after disclosure to the receiving party without breach of this Agreement; (iii) was lawfully received by the receiving party from a third party without such restrictions; (iv) was known to the receiving party, its employees, or agents without such restrictions prior to receipt from the disclosing party; (v) was independently developed by the receiving party without breach of this Agreement; or (vi) has been generally made available to third parties by the disclosing party without restriction. The parties agree that any material breach will cause irreparable harm and that an injunction from a court of competent jurisdiction shall be appropriate to prevent an initial or continuing breach of these Articles, in addition to any other remedies to which the affected party may be entitled.
18.1 Applicability and Transfer of Rights. These Terms apply to both parties and their respective successors and assigns. You may not transfer your rights and obligations under these Terms without the prior written consent of Advisia, which will not be withheld without cause.
18.2 Compliance with Applicable Law. Each party agrees to comply with all applicable local, state, national, and foreign laws, treaties, and regulations relating to (i) the Client's use of the Service; and (ii) Advisia's provision of the Motionblocks Service.
18.3 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec (QC), Canada, without regard to its conflict of law provisions. Any legal action or proceeding arising from this Agreement shall be brought exclusively before the courts located in the Province of Quebec (QC), Canada, and the parties hereby consent to the exclusive jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded in its entirety from the application of this Agreement.
18.4 Relationship of the Parties. The parties are independent contractors, and this Agreement shall not create any partnership, joint venture, employment, franchise, or agency relationship between the parties. Neither party shall have the authority to bind the other or to enter into any obligations on behalf of the other without the prior written consent of the other party.
18.5 Attorneys' Fees. In any legal action at law or in equity brought by either party to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, in addition to any other remedies available to that party.
18.6 Equitable Remedy. Both parties agree that a material breach of the confidentiality provisions of this Agreement or the restrictions set forth herein may cause irreparable harm to the other party for which monetary damages alone would not constitute an adequate remedy, and therefore the party shall be entitled to seek equitable relief in addition to any other remedies available to it under this Agreement or at law, without the need to post security or prove actual damages.
18.7 Publicity. You authorize Advisia to use your name and logo to identify you as a customer on the Motionblocks website and in marketing materials, in accordance with the brand guidelines or instructions provided by the Customer.
18.8 Force Majeure. Neither party shall be deemed to have breached any provision of this Agreement as a result of any delay, failure to perform, or interruption of service arising directly or indirectly from acts of God, network outages, acts of civil or military authorities, disruptions, wars, terrorism, energy crises, fires, pandemic, transportation disruptions, interruptions of third-party telecommunications or internet equipment or services, other natural disasters, or any other event beyond that party's reasonable control. This section does not excuse your payment of any fees due under this Agreement, provided that Advisia continues to provide the Service as described in this Agreement.
18.9 Subcontracting. Advisia may subcontract any of its obligations under this Agreement, provided that Advisia remains liable to you for the performance of any subcontracted obligation. The Customer understands that Motionblocks also uses third-party suppliers and hosting partners to provide the necessary hardware, software, networks, storage, and related technologies required to operate the service.
18.10 Assignment. You may not assign these Terms or any of your rights under these Terms without Advisia's consent, except to a successor through a merger, acquisition, or change of management. Advisia may transfer or assign all or part of its rights and obligations under these Terms at any time, with or without notice.
18.11 Severability. If any provision of these Terms is held to be invalid or unenforceable, it will not affect the remaining provisions, and the Terms will be construed in all respects as if the invalid or unenforceable provision had been limited or omitted to the minimum extent necessary.
18.12 Notices. All mandatory notices will be sent to the email address associated with your account or by other legally permitted means.
18.13 Modification of these Terms. We may modify these Terms (and any policies or agreements referenced herein) at any time. We will post the most recent version of these Terms on motionblocks.com. We will give you reasonable notice in advance of any changes to the Terms that, in our sole judgment, would materially adversely affect your rights or your use of the Service. We may provide such notice through the Service and/or by email to the email address associated with your account. By continuing to use the Service after any changes to the Terms become effective, you agree to be bound by the new Terms.
18.14 Entire Agreement. These Terms and the terms and policies referenced herein constitute the entire agreement between you and Advisia with respect to the Service. These Terms supersede all prior statements, agreements, or understandings between you and Advisia, whether written or oral, relating to the Service, including any prior versions of the Terms. Any terms, conditions, or provisions appearing on a purchase order will be void, notwithstanding any acceptance of such purchase order. The English version of these Terms will prevail.
18.15 No Waiver. The failure of Advisia and/or Motionblocks to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. These Terms of Use constitute the entire agreement between the Customer and Advisia and govern the use of the software service, superseding any prior agreements between the Customer and Advisia (including, but not limited to, any prior versions of the Terms of Use).
18.16 Interpretation and Validity of these Terms. No provision of this Agreement may be interpreted, to the extent possible, to be valid and enforceable. If any provision of this Agreement so interpreted is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision and all other provisions shall remain in full force and effect. This Agreement is governed by, construed, and enforced in accordance with the laws applicable in the Province of Quebec, Canada, and the parties submit to the exclusive jurisdiction of the courts of the Province of Quebec.
18.17 Assignment and Transfer of Rights and Obligations. Advisia may assign, delegate, and/or transfer this Agreement or its rights and obligations hereunder to any person or entity.
18.18 Contact. All questions regarding the Terms of Use should be sent in writing to Advisia at the following address: info@motionblocks.com