Terms of Service

1. Acceptance of Terms

By accessing or using the Motif platform ("Service"), operated by Motif Bio, Inc., a Delaware corporation ("Motif," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use the Service.

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and protect your information.

These Terms apply to all users, including researchers, organizations, waitlist registrants, and any other parties accessing the Service.

2. Platform Technology & Intellectual Property

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, and 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
• Systematically access, download, collect, or store data from the Shared Knowledge Graph beyond normal individual research use
• Create derivative works based on the Service
• Circumvent technical measures designed to protect the Service

3. AI-Enhanced Outputs

3.1 Your Rights to AI Outputs

You may use AI-generated outputs from Motif (summaries, extractions, relationship mappings, insights) for your internal research and business purposes, subject to the restrictions in Section 4 regarding the Shared Knowledge Graph. AI outputs that incorporate or are derived from Shared Knowledge Graph data remain subject to the Shared Knowledge Graph licensing terms. You retain the right to publish findings based on Motif outputs with appropriate attribution.

3.2 Motif's Rights

Motif retains the right to use anonymized, aggregated patterns from AI processing to improve the Service. 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 Shared Knowledge Graph data to build, populate, or enhance competing databases, knowledge bases, or data products
• Use AI outputs in ways that violate applicable laws or regulations

4. Shared Knowledge Graph

4.0 Definitions

• Research Use means non-commercial academic research, personal learning, and exploratory analysis that does not directly inform revenue-generating activities, product development, or commercial decision-making.
• Commercial Use means any use of Shared Knowledge Graph data that directly or indirectly supports revenue-generating activities, including drug discovery or development, target identification, biomarker commercialization, clinical trial design informed by KG data, regulatory submissions, commercial reports or publications sold to third parties, and internal R&D pipelines that lead to patentable or marketable products.
• Data License means a separate agreement governing Commercial Use of Shared Knowledge Graph data, available upon request from Motif.
• Shared Knowledge Graph means the aggregated, cross-referenced database of biomedical entity relationships, evidence associations, and quality scores compiled by Motif from user Contributions and other sources.
• Contribution means the anonymized entity relationships, association data, cross-references, and evidence metadata extracted from your documents that are aggregated into the Shared Knowledge Graph. Contributions do not include your source documents, raw text, personal annotations, or the specific narrative outputs generated for your individual use.

4.1 What You Own vs. What Motif Owns

You own:

• Your individual extraction outputs and the insights you derive from them
• The right to use, publish, and share findings based on your extractions
• Data you export from Motif in any format, excluding Shared Knowledge Graph data which remains subject to Section 4.3

Motif owns:

• The compiled Shared Knowledge Graph database, including the aggregated collection of entity relationships, evidence associations, cross-references, quality scores, and the selection, coordination, and arrangement of all data therein
• The AI models and algorithms used to generate extractions

Motif asserts compilation copyright under United States law and, for users in jurisdictions that recognize them, sui generis database rights (including under EU Directive 96/9/EC) over the Shared Knowledge Graph. Individual extraction outputs remain yours per Section 5, but the aggregated, cross-referenced graph as a whole is Motif's proprietary asset.

4.2 User Contributions to Shared Graph

By contributing to the Shared Knowledge Graph (Starter and Pro tiers), you grant Motif a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable license to aggregate your anonymized contributions with other users' data, display aggregated data as part of the shared knowledge base, and use aggregated, anonymized patterns to improve the Service. Individual contributions are anonymized before aggregation. Personal identifiers are removed.

Max and Lab tier users keep their own extractions private by default and are not required to contribute to the Shared Knowledge Graph. This contribution opt-out does not restrict consumption: all paid tiers may view and use the Shared Knowledge Graph built from contributors' anonymized data, subject to the Viewing License in Section 4.3 and the Data Licensing restrictions in Section 4.4.

4.3 Viewing License

Subject to your compliance with these Terms and payment of applicable subscription fees, Motif grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view the Shared Knowledge Graph during your active subscription term, solely for Research Use. Commercial Use of Shared Knowledge Graph data requires a separate Data License. Contact hello@motif.bio for Data License inquiries. You may not:

• Reproduce, redistribute, or make available any substantial portion of the Shared Knowledge Graph data
• Create derivative databases, datasets, or knowledge bases from the Shared Knowledge Graph
• Use the Shared Knowledge Graph data to build, train, enhance, or populate any competing product or service
• Systematically extract data through repeated access, automated tools, or manual bulk collection

4.4 Data Licensing

The Shared Knowledge Graph is a proprietary data asset. Platform subscription plans grant access to view and explore the Shared Knowledge Graph for Research Use. They do not grant rights to:

• Use Shared Knowledge Graph data, or datasets, reports, or analyses that substantially incorporate such data, for Commercial Use
• Incorporate Shared Knowledge Graph data into commercial products, services, reports, or deliverables
• Use Shared Knowledge Graph data to inform patent filings, regulatory submissions, or clinical trial design without a Data License
• Provide Shared Knowledge Graph data to third parties for any purpose

Organizations requiring Commercial Use rights to the Shared Knowledge Graph should contact hello@motif.bio to discuss Data License options.

4.5 Third-Party Data Sources

The Shared Knowledge Graph incorporates cross-reference data from 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. Motif's compilation and cross-referencing of this data 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. User-Retained Rights

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
• 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.

6. Account Eligibility & Responsibilities

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, and the organization agrees to the applicable subscription terms.

7. Acceptable Use

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 Shared Knowledge Graph data for Commercial Use without a Data License
• Using the Service from a country subject to comprehensive US or EU economic sanctions, or in violation of applicable export control laws

8. Service Availability

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, or factors beyond Motif's reasonable control.

8.2 Modifications

Motif reserves the right to modify, suspend, or discontinue any aspect of the Service at any time. Material changes will be communicated with reasonable advance notice.

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, or cyberattacks.

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.

9. Subscription and Billing

9.1 Subscription Terms

Subscriptions automatically renew at the end of each billing period (monthly or annual) unless cancelled before the renewal date. You authorize Motif to charge your payment method on file for each renewal period.

9.2 No Refunds

All subscription fees are non-refundable except as expressly provided in 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.

10. Limitation of Liability

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, or direct patient care.

10.2 No Warranty

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. MOTIF DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.3 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOTIF SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE SERVICE. MOTIF'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO MOTIF IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100).

10.4 Sole and Exclusive Remedy

Your sole and exclusive remedy for any dissatisfaction with the Service is to stop using the Service and cancel your subscription in accordance with Section 11.

10.5 Indemnification

You agree to indemnify and hold harmless Motif from any claims, damages, or expenses arising from your use of the Service, your violation of these Terms, or your infringement of any third-party rights.

10.6 Injunctive Relief

You acknowledge that any breach of Sections 2.2, 3.3, or 4.3 would cause irreparable harm not adequately compensable by monetary damages alone, and that Motif shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law or in equity.

10.7 Marketing and Promotional Statements

Motif's website, marketing materials, product demonstrations, and other promotional content 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. In the event of any conflict between any marketing material and these Terms, these Terms control.

11. Termination

11.1 By You

You may terminate your account at any time through the dashboard settings. Upon termination:

• Your access to the Service will be revoked
• You may export your data for thirty (30) days following termination
• After this export period, your data will be deleted from active systems within sixty (60) days, except as required by law or as permitted for anonymized Contributions already aggregated into the Shared Knowledge Graph under Section 4.2
• Backups are purged within ninety (90) days
• You will not be entitled to refunds for prepaid subscription periods

11.2 By Motif

Motif may terminate or suspend your account if:

• You violate these Terms
• Your use poses a security risk to the Service
• Required to comply with legal obligations
• Your subscription payment fails and is not remedied

11.3 Effect of Termination

Upon termination, all licenses granted to you will immediately terminate, you must cease all use of the Service, and the following provisions will survive termination: Section 2 (Intellectual Property), Section 3.3 (Restrictions), Section 4 (Shared Knowledge Graph), Section 5 (User-Retained Rights), Section 9 (Subscription and Billing), Section 10 (Limitation of Liability and Indemnification), Section 12 (Governing Law), and Section 16 (General Provisions).

12. Governing Law & Disputes

12.1 Governing Law

These Terms shall be governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

12.2 Dispute Resolution

Any disputes arising from these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Wilmington, Delaware.

12.3 Class Action Waiver

You agree to resolve disputes with Motif on an individual basis and waive any right to participate in class action lawsuits or class-wide arbitration. Sections 12.2 and 12.3 apply to the extent permitted by applicable law. Where mandatory local law prohibits binding arbitration or class action waivers, disputes shall be resolved in the courts of the user's jurisdiction.

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.

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.

13. Privacy

Your use of the Service is subject to our Privacy Policy, which is incorporated into these Terms by reference.

14. Changes to Terms

Motif may update these Terms from time to time. When we make material changes:

• We will provide at least thirty (30) days' advance notice via email to your registered address
• We will post the updated Terms on our website
• If a change increases your subscription pricing, the new price takes effect at the start of your next billing period following the notice period. You may terminate your account within the notice period and receive a pro-rata refund of any prepaid subscription fees for the unused portion, excluding any usage-based overages already incurred
• For other material changes, you may terminate your account within the notice period, but no refund will be issued
• Continued use after the effective date constitutes acceptance

You can request previous versions of these Terms by contacting hello@motif.bio.

15. Contact Information

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable subscription agreement, constitute the entire agreement between you and Motif regarding the Service.

16.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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.