Terms of Service

1.1 Definitions

In these Terms:

• "You" and "your" mean the person accepting these Terms. Where you access the Service through an account held by an organization, "you" means both that organization and you individually, and the organization and each of its authorized users are jointly and severally responsible for compliance with these Terms and for the obligations in Section 10.5.
• "Organization" means the entity in whose name a Motif account is held, and whose members share a knowledge graph.
• "Your Content" means anything you upload, submit, enter, or otherwise make available through the Service, including research documents, search queries, annotations, notes, and imported data. Your Content does not include AI-generated output or Motif's own materials.
• "Motif Parties" means Motif, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers.
• "Confidential Information" means the information each party is required to protect under Section 17.
• "Fees" means the subscription and usage-based charges payable for the Service.

2.1 Motif Platform IP

All platform technology, including but not limited to:

• AI models and algorithms
• Processing pipelines and extraction systems
• Source code and software architecture
• User interface designs and workflows
• Documentation and training materials

are the exclusive property of Motif and its licensors. You are granted no rights except the limited license to use the Service as described herein.

2.2 Prohibited Activities

You may not:

• Reverse engineer, decompile, or disassemble any part of the Service
• Attempt to extract or derive source code, algorithms, or data structures
• Use automated tools to scrape, extract, or copy platform functionality, data, or content
• Create derivative works based on the Service
• Circumvent technical measures designed to protect the Service

3.1 Your Rights to AI Outputs

You may use AI-generated outputs from Motif (summaries, extractions, relationship mappings, insights) for your research, internal, and commercial purposes without further permission from Motif. You retain the right to publish findings based on Motif outputs with appropriate attribution. Outputs that incorporate third-party reference data remain subject to that data's own licensing (Section 4.3).

3.2 Motif's Rights

Motif may use the prompts and model responses generated by your research sessions, and the knowledge graph Motif produces for your organization, to train and improve its AI models, subject to the model training setting described in Section 4.2. Individual outputs you generate are yours to use, subject to the restrictions in these Terms.

3.3 Restrictions

You may not:

• Use AI outputs to train, develop, or improve competing AI systems
• Use AI outputs in ways that violate applicable laws or regulations

4.1 Scope and Ownership

Your knowledge graph is the set of entities, associations, evidence links, cross-references, quality scores, and reports that Motif produces from the documents and literature your organization processes. It belongs to your organization.

You own:

• Your extraction outputs, your organization's knowledge graph, and the insights you derive from them
• The right to use, publish, and share findings based on them, for research or commercial purposes, without a further licence from Motif
• Data you export from Motif in any format

Motif owns:

• The AI models, algorithms, extraction pipelines, and software used to generate your knowledge graph

Your knowledge graph is visible only to your own organization. Motif does not aggregate it into a cross-customer database, does not display it to other customers, and does not license it to third parties.

4.2 Model Training

Motif may use the prompts and model responses generated by your research sessions, which include the text of the documents those sessions process, and the knowledge graph Motif produces for your organization (entities, associations, evidence links, and reports), to train and improve Motif's AI models. Each user may turn this off at any time in dashboard settings; Enterprise agreements exclude it as a contract term. Turning it off stops the use of your past and future research sessions and knowledge graph data in every training run started from that point, and cannot alter models already trained. See How Motif uses your data to improve our AI models.

4.3 Third-Party Data Sources

Motif cross-references your knowledge graph against publicly available biomedical databases including UniProt (CC-BY 4.0), ChEMBL (CC-BY-SA 4.0), HGNC, Reactome (CC-BY 4.0), ClinVar, STRING (CC-BY 4.0), and others. These databases retain their original licensing terms, and your use of cross-reference data drawn from them remains subject to those terms. Motif's cross-referencing does not alter the original licensing of the source data. A current list of data sources and their respective licenses is available upon request at hello@motif.bio.

5.1 Your Content

You retain ownership of:

• Raw search queries you submit
• Personal notes and annotations you create (excluding AI-generated content)
• Data you import from your own systems or publications
• Research documents you upload for processing
• Computational molecule designs generated through the Service (protein binders, mRNA constructs, and associated structural data)
• Experimental results and assay data you upload or associate with your designs

5.2 Your Representations

You represent and warrant that you have all necessary rights to upload and process any content you submit through the Service, and that your content does not infringe any third party's intellectual property or privacy rights.

5.3 Export Rights

You may export your data at any time using the export functionality provided in the Service, subject to any applicable usage limits of your subscription tier.

5.4 Feedback

If you send Motif suggestions, ideas, feature requests, bug reports, or other feedback about the Service, you grant Motif a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate that feedback into the Service and into Motif's products without obligation, compensation, or attribution to you. Feedback is not your confidential information under Section 17.

6.1 Eligibility

To use the Service, you must:

• Be at least 18 years of age
• Have the legal authority to enter into these Terms
• Provide accurate and complete registration information

6.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying Motif immediately of any unauthorized access

6.3 Organizational Accounts

If you create an account on behalf of an organization:

• You represent that you have authority to bind the organization to these Terms
• The organization is responsible for all users added to its account
• The organization agrees to the applicable subscription terms

7.1 Permitted Use

The Service is intended for legitimate biomedical research purposes, including:

• Literature discovery and analysis
• Biomarker identification and validation
• Knowledge graph construction and exploration
• Research collaboration within your organization

7.2 Prohibited Use

You may not use the Service for:

• Illegal activities or promoting illegal content
• Harassment, abuse, or threats against others
• Distributing malware or malicious code
• Unauthorized access to systems or data
• Violating intellectual property rights of others
• Circumventing usage limits or access controls
• Any activity that disrupts service to other users
• Clinical decision-making without appropriate validation
• Using the Service from a country subject to comprehensive US or EU economic sanctions, or in violation of applicable export control laws
• Uploading or processing any content prohibited by Section 7.3

7.3 Prohibited Content

The Service is not designed for, and may not be used to upload, store, or process:

• Protected Health Information (PHI) as defined under the Health Insurance Portability and Accountability Act, or individually identifiable health information subject to equivalent law in any other jurisdiction. Motif is not a HIPAA business associate, does not enter into Business Associate Agreements, and its technical and organizational safeguards are not designed or assessed for PHI. If your data has not been de-identified in accordance with 45 C.F.R. § 164.514, do not upload it.
• Personal data of any individual other than yourself, unless you have a lawful basis to process it and to instruct Motif to process it on your behalf
• Payment card data, government-issued identification numbers, or biometric identifiers
• Material classified or controlled under national security, defence, or dual-use research regulations
• Content you do not have the rights to upload and process under Section 5.2

You are solely responsible for screening content before you upload it. Motif does not inspect uploads for prohibited content and has no obligation to do so. Uploading prohibited content is a material breach of these Terms.

7.4 Copyright Infringement and Repeat Infringers

Motif respects copyright and expects the same of its users. Uploading a document you are not licensed to reproduce, including publisher PDFs distributed outside the terms of your own or your institution's subscription, violates Section 5.2 and these Terms.

Notices of claimed infringement. If you believe material on the Service infringes your copyright, send written notice to Motif's designated copyright agent at dmca@motif.bio containing the elements required by 17 U.S.C. § 512(c)(3): your physical or electronic signature; identification of the copyrighted work claimed to be infringed; identification of the material claimed to be infringing and information reasonably sufficient to permit Motif to locate it; your contact information; a statement that you have a good faith belief the use is not authorized by the copyright owner, its agent, or the law; and a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the owner or are authorized to act on the owner's behalf.

Counter-notification. If your material was removed or disabled and you believe this resulted from mistake or misidentification, you may send a counter-notification to dmca@motif.bio containing the elements required by 17 U.S.C. § 512(g)(3). Motif may restore the material in accordance with that section.

Repeat infringer policy. Motif will terminate, in appropriate circumstances, the accounts of users who are repeat infringers. Motif will generally treat a user as a repeat infringer where the user has been the subject of two or more valid notices of claimed infringement that were neither withdrawn nor resolved by a successful counter-notification, or where Motif otherwise becomes aware of repeated infringing activity by that user. Motif considers the totality of the circumstances in each case. Termination under this Section is a termination for cause under Section 11.2 and carries no refund and no export period.

Misrepresentation. Under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material is infringing, or that material was removed or disabled by mistake, may be liable for damages, including costs and legal fees.

7.5 Export Control and Sanctions

You represent and warrant, on each date you access the Service, that: you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive United States or European Union economic sanctions; you are not identified on any United States, European Union, or United Kingdom restricted party, denied party, or sanctions list, and are not owned or controlled by any party so identified; and you will not use, export, or re-export the Service, any Motif output, or any technology obtained through the Service in violation of the U.S. Export Administration Regulations, the regulations administered by the U.S. Office of Foreign Assets Control, or any other applicable export control or sanctions law.

8.1 Availability

Motif strives to maintain high service availability but does not guarantee uninterrupted access. The Service may be temporarily unavailable due to:

• Scheduled maintenance (with advance notice when possible)
• Unscheduled maintenance for critical updates
• Factors beyond Motif's reasonable control

8.2 Modifications

Motif reserves the right to modify, suspend, or discontinue individual features or aspects of the Service at any time. Material changes will be communicated with reasonable advance notice. Discontinuation of the Service as a whole, or of your access to it, is governed by Section 11.3 and carries the notice period and pro-rata refund set out there.

8.3 Force Majeure

Motif shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, acts of government, pandemic, war, terrorism, labor disputes, power failures, internet or telecommunications failures, failures of a third-party model provider or infrastructure provider, or cyberattacks. This Section does not excuse either party's obligation to pay amounts already due.

8.4 AI Output Accuracy

AI-generated outputs, including summaries, extractions, relationship mappings, and insights, may be inaccurate, incomplete, or contain errors. You are solely responsible for independently verifying any AI output before relying on it for any purpose. Motif does not warrant the accuracy, completeness, or reliability of any AI-generated content. No marketing material, website statement, product demonstration, or other promotional content modifies or supersedes this disclaimer.

8.5 Beta and Experimental Features

Motif may offer features designated as "beta," "preview," or "experimental." These features are provided without any warranty or commitment to continued availability. Motif may modify or discontinue beta features at any time without notice. Your use of beta features is at your sole risk.

8.6 Third-Party Data and Services

The Service cross-references your knowledge graph against third-party biomedical databases (Section 4.3) and routes AI processing through third-party model providers. Motif does not control these sources and makes no warranty as to the accuracy, completeness, currency, licensing status, or availability of any third-party database, model, or service. Errors, omissions, retractions, and outages in third-party sources may propagate into Motif output without Motif's knowledge. Sections 8.4 and 10.2 apply in full to output derived from third-party sources.

9.1 Subscription Terms and Automatic Renewal

Your subscription renews automatically until you cancel. At the end of each billing period (monthly or annual), your subscription renews for a further period of the same length at the then-current rate for your plan, and you authorize Motif to charge your payment method on file for each renewal period. The renewal term, the renewal price, and the charge frequency are shown to you at checkout before you are charged.

Motif sends a reminder to your registered email address before a subscription renews. Reminders are a courtesy: they are not a condition of renewal, and a reminder that is delayed, undelivered, or not read does not postpone a renewal, cancel a subscription, or entitle you to a refund. Keep the email address on your account current. Section 16.6 governs when a notice is treated as received.

You may cancel at any time under Section 9.7, which sets out when cancellation takes effect.

9.2 No Refunds

All subscription fees are non-refundable except as expressly provided in Section 11.3 (termination by Motif for convenience), Section 14 (Changes to Terms), or as required by applicable law. Bugs, service degradation, temporary unavailability, or dissatisfaction with AI output quality do not entitle you to a refund or service credit.

9.3 Billing Disputes

You must notify Motif of any billing dispute within thirty (30) days of the charge date. Failure to raise a dispute within this period constitutes acceptance of the charge.

9.4 Failed Payments

If a payment fails, Motif may retry the charge and/or suspend your access until payment is received. If payment is not received within fourteen (14) days, Motif may terminate your account.

9.5 Taxes

All fees are exclusive of taxes. You are responsible for all sales, use, value-added, goods and services, excise, withholding, and similar taxes and duties imposed on the fees by any authority, excluding taxes based on Motif's net income. Where Motif is required to collect such taxes, they will be added to your invoice. If you are required by law to withhold any amount from a payment to Motif, you will increase the amount payable so that Motif receives the full amount it would have received had no withholding been required.

9.6 Late Payment

Amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, from the due date until paid in full. You are responsible for Motif's reasonable costs of collection, including legal fees.

9.7 Cancellation

You may cancel your subscription at any time from the billing page in your dashboard, by the same electronic means you used to subscribe. Cancellation does not require you to contact support, call a telephone number, or complete a retention offer.

Cancellation stops all future renewals and takes effect at your next monthly usage reset, not at the end of a prepaid term. You retain access to your paid plan until that date and no further charges are made after it. On an annual plan the usage reset and the end of the paid year can be up to a year apart; where cancellation ends your plan before the term you have paid for, Stripe issues a pro-rata credit for the unused remainder. The billing page shows the exact end date, and any credit, before you confirm.

Cancelling a subscription is not the same as deleting your account. To delete your account and your data, see Section 11.1.

10.1 Research Tool Disclaimer

The Service is a research tool and is not intended for:

• Clinical diagnosis or treatment decisions
• Regulatory submissions without independent validation
• Direct patient care

10.2 No Warranty

THE SERVICE, INCLUDING ALL AI-GENERATED OUTPUT AND ALL THIRD-PARTY DATA MADE AVAILABLE THROUGH IT, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE MOTIF PARTIES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

MOTIF DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT ANY DEFECT WILL BE CORRECTED, THAT RESULTS OBTAINED WILL BE ACCURATE, COMPLETE, REPRODUCIBLE, OR RELIABLE, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MOTIF OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow the exclusion of implied warranties, so parts of this Section may not apply to you. Where that is the case, the exclusions apply to the fullest extent permitted by applicable law.

10.3 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE MOTIF PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OR CONTRACTS, LOSS OF ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL OR REPUTATION, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT SUCH LOSSES ARE CHARACTERIZED AS DIRECT DAMAGES, ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICE.

THE MOTIF PARTIES' TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO MOTIF IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100). THIS CAP IS AGGREGATE ACROSS ALL CLAIMS, ALL CAUSES OF ACTION, AND ALL MOTIF PARTIES; MULTIPLE CLAIMS DO NOT ENLARGE IT.

Higher cap for breach of confidentiality. For Motif's breach of its obligations under Section 17.1, the cap in the preceding paragraph is replaced by three (3) times the amounts paid by you to Motif in the twelve (12) months preceding the first event giving rise to the claim. This higher cap is aggregate, is not additional to the cap above, and does not apply to any other claim.

THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OR THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE; EVEN IF A MOTIF PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY, INCLUDING THE REMEDY IN SECTION 10.4.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for gross negligence or wilful misconduct where applicable law prohibits its exclusion. Some jurisdictions do not allow the exclusion or limitation of certain damages, so parts of this Section may not apply to you.

You and Motif acknowledge that the disclaimers and limitations in Sections 8.4, 10.2, and 10.3 allocate risk between the parties, are reflected in the fees charged for the Service, and are an essential basis of the bargain between you and Motif. Motif would not provide the Service at these fees without them.

This Section limits the liability of the Motif Parties only. It does not limit or cap your obligations under Section 10.5.

10.4 Sole and Exclusive Remedy

Your sole and exclusive remedy for dissatisfaction with the Service (including with its features, performance, availability, or the quality of its AI output) is to stop using the Service and cancel your subscription under Section 9.7 or terminate your account under Section 11.1. This Section does not limit any right you have to bring a claim for a breach of these Terms, which remains subject to the cap in Section 10.3.

10.5 Indemnification

You will defend, indemnify, and hold harmless the Motif Parties from and against any third-party claim, demand, suit, action, or proceeding, and all resulting losses, damages, liabilities, settlements, penalties, fines, costs, and expenses (including reasonable legal fees and expert costs), arising from or relating to:

• Your use of the Service, or use of the Service by any person through your account
• Your breach of these Terms, including the representations and warranties in Sections 5.2, 6.3, and 7.5
• Content you upload, submit, or process through the Service, including any claim that it infringes or misappropriates intellectual property rights, or that it was collected or processed without a lawful basis
• Your upload or processing of Protected Health Information or other content prohibited by Section 7.3
• Your use of, reliance on, publication of, or distribution of AI-generated output, including any use in or affecting clinical decision-making, patient care, or a regulatory submission
• Your violation of any applicable law, including data protection, export control, and sanctions law

Exclusion. Your obligations under this Section do not extend to any claim to the extent it arises from the gross negligence or wilful misconduct of a Motif Party, or from Motif's own breach of these Terms. The parties have expressly considered and addressed the negligence of the indemnified parties in agreeing this Section.

Procedure. Motif will give you prompt written notice of any claim for which it seeks indemnification; a delay in notice relieves you of your obligations only to the extent you are materially prejudiced by the delay. You will control the defence and settlement of the claim using counsel reasonably acceptable to Motif, except that you may not enter into any settlement that imposes any liability or obligation on a Motif Party, requires any admission of fault by a Motif Party, or fails to unconditionally release the Motif Parties, without Motif's prior written consent. Motif may participate in the defence at its own expense with counsel of its own choosing. You will provide reasonable cooperation at your expense. If you do not promptly assume the defence, Motif may defend the claim itself and you will reimburse its reasonable costs.

Your obligations under this Section survive termination and are not subject to the limitations in Section 10.3.

10.6 Injunctive Relief

You acknowledge that any breach of Section 2.2 (Prohibited Activities), Section 3.3 (Restrictions), or Section 17 (Confidentiality) would cause Motif irreparable harm not adequately compensable by monetary damages alone, and that Motif shall be entitled to seek injunctive or equitable relief, without the need to post bond, in addition to any other remedies available at law or in equity. Claims for such relief are Excluded Claims under Section 12.6.

10.7 Marketing and Promotional Statements

Motif's website, marketing materials, product demonstrations, sales presentations, benchmark figures, and other promotional content ("Marketing Materials") are provided for general informational purposes only. They do not constitute warranties, representations, guarantees, or commitments regarding Service functionality, AI output accuracy, performance, coverage, throughput, or fitness for any particular purpose. Statistics, performance figures, and validation thresholds presented in Marketing Materials may reflect industry benchmarks, illustrative scenarios, or aspirational targets rather than measured Service performance.

All Marketing Materials are subject to and superseded by these Terms. In the event of any conflict between a statement in any Marketing Material and these Terms, these Terms control. You agree not to rely on any oral statement, marketing claim, or promotional representation in deciding to use the Service, and any such reliance is at your sole risk. The disclaimers in Section 8.4 (AI Output Accuracy), Section 10.2 (No Warranty), and Section 10.3 (Limitation) apply in full regardless of any contrary statement in any Marketing Material.

11.1 By You

You may terminate your account at any time through the dashboard settings. Termination takes effect immediately on confirmation and cannot be reversed. Upon termination:

• Your access to the Service is revoked immediately. There is no post-termination export period. Export anything you wish to keep before you terminate
• Your account, credentials, sessions, preferences, and AI processing logs are deleted
• The entities, associations, observations, conversations, research context, search history, and uploaded documents attributable to you are re-attributed to an anonymous system identifier and retained in de-identified form. Motif does not delete this material on termination, and you should not terminate on the assumption that it will be deleted
• Audit and security logs, and billing and tax records, are retained as legal and security records
• Research sessions already included in a model training run under Section 4.2 cannot be withdrawn from models already trained
• You will not be entitled to refunds for prepaid subscription periods

Section 5 of the Privacy Policy sets out the same treatment in detail. Removing an unextracted article from your library before terminating deletes it from Motif's object storage if no other organization still holds a live copy. Extracted articles are archived rather than deleted; their files remain in object storage. See Privacy Policy Section 5.3.

11.2 By Motif for Cause

Motif may terminate your account, immediately and without advance notice, if:

• You violate these Terms, including the Acceptable Use, Prohibited Content, and Export Control provisions in Section 7
• Your use poses a security, legal, or operational risk to the Service, to Motif, or to other users
• Motif is required to do so to comply with a legal obligation or the order of a court, regulator, or law enforcement authority
• Your subscription payment fails and is not remedied under Section 9.4
• You are, or become, a party with whom Motif is prohibited from dealing under export control or sanctions law
• You are a repeat infringer under Section 7.4

Termination for cause carries no refund of prepaid fees, and no opportunity to export your data is provided.

11.3 By Motif for Convenience

Motif may terminate your account, or discontinue the Service in whole or in part, for any reason or for no reason, in its sole discretion, on thirty (30) days' written notice to your registered email address. Where Motif terminates for convenience, it will refund the unused portion of any prepaid subscription fees on a pro-rata basis, excluding usage-based charges already incurred. Your account remains accessible throughout the thirty-day notice period so that you can export your data before it ends.

11.4 Suspension

In addition to its termination rights, Motif may suspend or restrict your access to all or part of the Service, immediately and without advance notice, where Motif reasonably suspects a breach of these Terms or a threat to the security or integrity of the Service, pending its investigation. Motif will notify you of the suspension, and of its reason where Motif can do so without compromising the investigation or a legal obligation, and will limit the scope and duration of the suspension to what the circumstances reasonably require. Suspension does not extend or pause your billing period, and your payment obligations continue for its duration. Motif will lift the suspension promptly once the circumstances giving rise to it are resolved.

11.5 No Liability for Termination, Suspension, or Discontinuation

Motif shall have no liability to you or to any third party for any suspension, restriction, termination, or discontinuation of the Service or of your account carried out in accordance with these Terms. Where Motif terminates for convenience under Section 11.3, your sole and exclusive remedy is the pro-rata refund provided in that Section.

11.6 Effect of Termination

Upon termination:

• All licenses granted to you will immediately terminate
• You must cease all use of the Service
• All accrued payment obligations remain due
• The following provisions will survive termination: Section 2 (Intellectual Property), Section 3.3 (Restrictions), Section 4 (Your Knowledge Graph), Section 5 (User-Retained Rights), Section 7.4 (Copyright Infringement and Repeat Infringers), Section 8.4 (AI Output Accuracy), Section 8.6 (Third-Party Data and Services), Sections 9.2, 9.3, 9.5, and 9.6 (refunds, billing disputes, taxes, and late payment, as to amounts accrued before termination), Section 10 (Disclaimers, Limitation of Liability, and Indemnification), Section 11.5 (No Liability for Termination), Section 11.6 (Effect of Termination), Section 12 (Governing Law & Disputes), Section 13 (Privacy), Section 16 (General Provisions), and Section 17 (Confidentiality)

12.1 Governing Law

These Terms, and any dispute arising from or relating to them or to the Service, are governed by the laws of the State of Delaware, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. Where you are a consumer resident in a jurisdiction whose mandatory law grants you protections that cannot be derogated from by agreement, this Section does not deprive you of those protections.

12.2 Dispute Resolution

Except for the Excluded Claims in Section 12.6, any dispute, claim, or controversy arising from or relating to these Terms or the Service shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and, where applicable, its Supplementary Rules for Multiple Case Filings. The arbitration shall be conducted by a single arbitrator, in the English language, seated in Wilmington, Delaware. The arbitrator may award any relief that a court could award to the individual claimant. Judgment on the award may be entered in any court of competent jurisdiction. The arbitration proceedings and the award shall be kept confidential except as necessary to enforce the award or as required by law.

Arbitration fees. The AAA's applicable fee schedule governs the allocation of filing, administrative, and arbitrator fees. To the extent that schedule does not already do so, for any individual arbitration you bring in good faith where the amount in controversy is USD $75,000 or less, Motif will pay those fees in excess of the amount it would cost you to file the same claim in a court of competent jurisdiction. Motif will not seek its legal fees from you unless the arbitrator finds your claim frivolous or brought for an improper purpose. This paragraph does not apply to claims administered as a multiple case filing under the Coordinated filings paragraph below, where the AAA's own fee schedule for such filings governs.

Delegation. The arbitrator, and not any court or agency, has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, scope, or formation of this Section 12.2, including any claim that all or part of it is void or voidable. The one exception is that a court, and not the arbitrator, decides whether the Class Action Waiver in Section 12.3 is enforceable.

Right to opt out. You may opt out of this Section 12.2 by sending written notice to hello@motif.bio within thirty (30) days of first accepting these Terms. The notice must state your name, the email address on your account, and that you are opting out of arbitration. Opting out affects no other provision of these Terms and will not disadvantage your account or your access to the Service. If you opt out, Section 12.7 governs your disputes.

Coordinated filings. Where the AAA determines that arbitrations filed against Motif constitute a multiple case filing under its rules, the AAA's Supplementary Rules for Multiple Case Filings govern their administration, including the appointment of a process arbitrator and the applicable fee schedule.

12.3 Class Action Waiver

You and Motif agree to bring claims against each other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, coordinated, or representative proceeding. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of class or representative proceeding.

This waiver is a material and essential part of Section 12.2 and is not severable from it. If this waiver is found unenforceable as to any claim or any part of a claim, then Section 12.2 is null and void as to that claim or part, which shall instead be brought exclusively in the courts identified in Section 12.7. The remainder of these Terms, and the arbitration agreement as to all other claims, are unaffected.

Sections 12.2 and 12.3 apply only to the extent permitted by applicable law. Where mandatory local law, including European Union consumer protection law, prohibits binding pre-dispute arbitration or class action waivers, those provisions do not apply to you and disputes shall be resolved in the courts of your jurisdiction of residence.

12.4 Dispute Notice and Cure Period

Before initiating any claim or arbitration, you must send written notice to hello@motif.bio describing the dispute and your proposed resolution. Motif shall have sixty (60) days from receipt to attempt to resolve the dispute informally. No arbitration or legal proceeding may be filed until this period has expired. The limitation period in Section 12.5 is tolled from the date Motif receives your notice until the end of that sixty-day period. This Section does not prevent either party from seeking relief on an Excluded Claim under Section 12.6 at any time.

12.5 Limitation on Claims

Any claim arising from or relating to these Terms or the Service must be brought within one (1) year after the cause of action accrues. Claims brought after this period are permanently barred. Where applicable law does not permit a limitation period to be shortened by agreement, the shortest period that law permits applies instead.

12.6 Excluded Claims

The following are not subject to Section 12.2 and may be brought in the courts identified in Section 12.7:

• Any claim for injunctive or other equitable relief, including under Section 10.6, to protect intellectual property, confidential information, or the security or integrity of the Service
• Any claim of infringement or misappropriation of intellectual property rights
• Any claim brought individually in a small claims court of competent jurisdiction that remains in that court

Seeking relief on an Excluded Claim does not waive either party's rights under Section 12.2 as to any other claim.

12.7 Venue for Court Proceedings

For any Excluded Claim, any claim brought by a party that has validly opted out under Section 12.2, and any claim otherwise not subject to arbitration, the state and federal courts located in Wilmington, Delaware shall have exclusive jurisdiction. Each party consents to the personal jurisdiction of those courts and waives any objection based on improper venue or forum non conveniens. This Section does not apply where mandatory local law grants a consumer the right to bring proceedings in the courts of their own place of residence.

12.8 Jury Trial Waiver

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND MOTIF EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICE THAT IS HEARD IN COURT RATHER THAN IN ARBITRATION.

This waiver is mutual and is made after each party has had the opportunity to consult counsel of its own choosing. It does not apply where the law of your jurisdiction does not permit a pre-dispute jury trial waiver, and it has no effect on claims resolved in arbitration, where no jury is available in any event.

16.1 Entire Agreement

These Terms, together with the Privacy Policy, any Data Processing Agreement executed between you and Motif, and any enterprise or subscription agreement signed by both parties, constitute the entire agreement between you and Motif regarding the Service and supersede all prior proposals, representations, and understandings.

Order of precedence. Where a conflict arises, the following order controls: (1) the Standard Contractual Clauses or UK International Data Transfer Agreement, for matters within their scope; (2) the Data Processing Agreement, for the processing of personal data; (3) an enterprise or subscription agreement signed by both parties; (4) these Terms; (5) the Privacy Policy. Any purchase order, vendor portal terms, or other document you issue has no effect on these Terms, and any additional or conflicting terms in it are rejected, even if Motif accepts or does not object to that document.

16.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable and to give effect to the parties' original intent, and the remaining provisions shall continue in full force and effect. This Section is subject to Section 12.3, under which the Class Action Waiver is expressly non-severable from Section 12.2 and, if held unenforceable, voids the agreement to arbitrate as to the affected claim rather than being severed from it.

16.3 Waiver

Failure by Motif to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

16.4 Assignment

You may not assign or transfer your rights under these Terms without Motif's prior written consent. Motif may assign these Terms in connection with a merger, acquisition, or sale of assets.

16.5 Language

These Terms are drafted in English. In the event of conflict between the English version and any translation, the English version shall control, except where prohibited by applicable law.

16.6 Notices

Notices to Motif must be sent to hello@motif.bio. Notices to you will be sent to the email address associated with your account and are deemed received upon transmission.

16.7 U.S. Government Rights

The Service is "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. U.S. Government end users acquire only those rights granted to all other users by these Terms, in accordance with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4.

16.8 No Third-Party Beneficiaries

These Terms confer no rights or remedies on any person other than you and Motif, except that the Motif Parties identified in Section 10.3 are intended third-party beneficiaries of Sections 10.2, 10.3, and 10.5 and may enforce those Sections directly.

16.9 Relationship of the Parties

You and Motif are independent contractors. These Terms create no partnership, joint venture, agency, franchise, or employment relationship, and neither party may bind the other or hold itself out as authorized to do so.

16.10 Electronic Communications and Signatures

You consent to receive these Terms, notices, disclosures, receipts, and all other communications relating to the Service electronically, by email to your registered address or by posting within the Service. You agree that your electronic acceptance of these Terms has the same legal effect as a handwritten signature, and that electronic records satisfy any requirement that a communication be in writing.

To access and retain electronic communications you need a device with internet access, a current web browser, a working email address, and the ability to view and save PDF and HTML files. You may request a paper copy of any communication, or withdraw your consent to electronic delivery, by writing to hello@motif.bio at no charge. Because the Service is delivered entirely online, withdrawing consent to electronic delivery means Motif may terminate your account under Section 11.3. Keep your registered email address current. Notices sent to a stale address are still effective under Section 16.6.

17.1 Motif's Obligations

Motif will treat the documents you upload, your knowledge graph, and your unpublished research inputs as confidential. Motif will not disclose them to any third party except: to the subprocessors identified in the Privacy Policy, as necessary to operate the Service and each bound by confidentiality obligations no less protective than these; where you direct or consent to the disclosure; or where compelled by law or legal process, in which case Motif will give you notice unless legally prohibited from doing so. Motif will protect this information using at least the safeguards described in its Security Whitepaper, and in no event less than reasonable care.

Section 4.2 (Model Training) is not a disclosure under this Section. Training a Motif model on your research sessions does not publish them, does not make them available to any other customer, and does not waive their confidentiality.

Motif may compile and use aggregated, de-identified statistics about how the Service is used (volumes, performance, error rates, and similar operational measures) to operate, secure, and improve the Service and to report on its business. Such statistics never identify you, your Organization, or the content of Your Content, and their use is not a disclosure under this Section.

17.2 Your Obligations

Motif's non-public technical, security, pricing, and roadmap information, including anything you learn under a non-disclosure agreement or in the course of a beta, preview, or evaluation, is Motif's confidential information. You will not disclose it to any third party and will not use it except as necessary to use the Service.

17.3 Exclusions and Duration

Neither party's obligations apply to information that: is or becomes publicly available without breach of these Terms; was rightfully known to the receiving party without a duty of confidence before disclosure; is rightfully received from a third party without a duty of confidence; or is independently developed without use of or reference to the other party's confidential information.

These obligations continue for three (3) years after termination and, for information that qualifies as a trade secret, for as long as it remains a trade secret under applicable law.