MOTERRA.AI TERMS OF SERVICE

Version 2.0

Effective Date: 1 November 2025

1. ACCEPTANCE OF TERMS

These Terms of Service (“Terms”) become binding when you: (a) pay an invoice issued by Moterra that references these Terms; (b) reply to a Moterra proposal email with a clear statement of acceptance (e.g., “Confirm”, “Accept”, “I accept”); (c) execute a written agreement incorporating these Terms; or (d) begin using the Services after receiving access credentials from Moterra. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case “you” or “your” shall refer to such entity.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

These Terms constitute a legally binding agreement between you and Moterra Limited (“Moterra,” “we,” “us,” or “our”) governing your use of the Moterra.ai platform and all related services.

2. DEFINITIONS AND INTERPRETATION

2.1 Definitions

In these Terms, the following definitions apply:

“Affiliate” means, in relation to a party, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with that party.

“Authorised Users” means your employees, agents, and independent contractors who are authorised by you to use the Services and have been supplied user identifications and passwords by you.

“Business Day” means a day other than a Saturday, Sunday, or public holiday in England.

“Client Data” means all data, information, and materials provided by you or on your behalf, or generated through your use of the Services, excluding Moterra’s proprietary systems and outputs.

“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party or its representatives to the other party, whether before or after the Effective Date, including but not limited to:

(a) any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, or suppliers of the disclosing party;

(b) the Software and Documentation;

(d) the terms and conditions of this Agreement; and

(e) any information developed by the parties in the course of carrying out this Agreement,

but excluding:

(i) information that was publicly available or in the public domain at the time of disclosure otherwise than by breach of this Agreement;

(ii) information that was lawfully in the possession of the receiving party before the disclosure and was not subject to any obligation of confidence;

(iii) information that was obtained from a third party who is free to divulge the same; or

(iv) information that was independently developed by the receiving party without access to or use of the Confidential Information.

“Control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company.

“Documentation” means the documentation made available to you online via the Services or such other web address notified by Moterra to you from time to time that sets out a description of the Services and user instructions for the Services.

“Effective Date” means the date you first accept these Terms or access the Services, whichever occurs first.

“Initial Subscription Term” means the initial period of the subscription as specified at the time of registration.

“Normal Business Hours” means 9.00 am to 5.30 pm local UK time, each Business Day.

“Renewal Period” means the period described in clause 4.1.2.

“Services” means the AI-powered platform services provided by Moterra via the moterra.ai website and any associated applications, including all features, functionality, and updates.

“Software” means the online software applications provided by Moterra as part of the Services.

“Subscription Fees” means the fees payable by you to Moterra for your subscription to the Services, as set out at https://moterra.ai/pricing and as may be updated from time to time.

“Subscription Term” means the Initial Subscription Term together with any subsequent Renewal Periods.

“Support Services Policy” means Moterra’s policy for providing support in relation to the Services as made available at https://moterra.ai/support or such other web address as may be notified to you from time to time.

“Virus” means any thing or device (including any software, code, file, or programme) which may: prevent, impair, or otherwise adversely affect the operation of any computer software, hardware, or network, any telecommunications service, equipment, or network, or any other service or device; prevent, impair, or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering, or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses, and other similar things or devices.

2.2 Interpretation

In these Terms, unless the context otherwise requires:

(a) references to clauses and schedules are to clauses of, and schedules to, these Terms;

(b) headings are for convenience only and do not affect interpretation;

(d) references to a “person” include any individual, company, partnership, or other legal entity;

(e) references to a statute or statutory provision include any subordinate legislation made under it and shall be construed as references to such statute, statutory provision, and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted, and/or in force from time to time;

(f) “including” means “including without limitation”;

(g) any obligation not to do anything includes an obligation not to allow that thing to be done; and

(h) references to “writing” or “written” include email.

3. ACCOUNT AND SUBSCRIPTION

3.1 Commencement and Duration

3.1.1 Initial Term

These Terms commence on the Effective Date and shall continue for the Initial Subscription Term unless terminated earlier in accordance with clause 14.

3.1.2 Renewal

Following the Initial Subscription Term, your subscription shall automatically renew for successive periods equal in length to the Initial Subscription Term (each a “Renewal Period”), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.

3.2 Amendments to Terms

3.2.1 Changes to Terms

Moterra reserves the right to modify these Terms at any time. We will provide notice of material changes by:

(a) posting the updated Terms on the moterra.ai website with a revised effective date;

(b) sending notification to the email address associated with your account; or

3.2.2 Acceptance of Changes

Your continued use of the Services after the effective date of any modifications constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Services and may terminate your subscription in accordance with clause 14.

3.3 Account Registration

3.3.1 Registration Requirements

To access the Services, you must:

(a) provide accurate, current, and complete registration information;

(b) maintain and promptly update your registration information to keep it accurate, current, and complete;

(d) accept all responsibility for all activities that occur under your account; and

(e) promptly notify Moterra of any unauthorised use of your account or any other breach of security.

3.3.2 Account Responsibility

You are responsible for:

(a) all activities conducted through your account;

(b) maintaining the confidentiality of your password and account credentials;

(d) all acts and omissions of your Authorised Users as if they were your own acts and omissions.

3.3.3 Account Eligibility

You represent and warrant that:

(a) you are at least 18 years of age or the age of majority in your jurisdiction;

(b) you have the legal capacity to enter into these Terms;

(d) all registration information you submit is truthful and accurate.

3.3.4 Company vs User Acceptance

These Terms create a binding agreement with your organization, not with individual users. When Authorised Users (your employees or contractors) register for user accounts, they do NOT separately accept these Terms. Their use is governed by your organization’s acceptance of these Terms, and you remain responsible for all Authorised User activities.

3.4 Subscription Plans

3.4.1 Available Plans

Moterra offers various subscription plans as described at https://moterra.ai/pricing. Each plan includes specified features, usage limits, and pricing.

3.4.2 Plan Selection

You may select the subscription plan that best meets your needs during registration. You may upgrade or downgrade your plan in accordance with the provisions at https://moterra.ai/pricing, subject to:

(a) plan changes taking effect at the start of the next billing cycle unless otherwise specified;

(b) no refunds or credits for partial subscription periods when downgrading; and

3.4.3 Usage Limits

Each subscription plan includes specified usage limits (such as number of users, API calls, storage capacity, or other metrics). You agree to:

(a) monitor your usage to ensure compliance with your plan limits;

(b) upgrade to a higher-tier plan if you anticipate exceeding your current limits; and

3.4.4 Free Trials and Promotional Plans

Moterra may offer free trials or promotional subscription plans at its discretion. Such offers:

(a) are subject to these Terms unless otherwise specified;

(b) may be modified or terminated by Moterra at any time without notice;

(d) automatically convert to paid subscriptions at the end of the trial period unless cancelled; and

(e) may have limited features or support compared to paid plans.

4. PROVISION OF SERVICES

4.1 Grant of Rights

4.1.1 Service Access

Subject to your compliance with these Terms and payment of applicable Subscription Fees, Moterra grants you a non-exclusive, non-transferable, revocable right to access and use the Services during the Subscription Term solely for your internal business purposes.

4.1.2 Authorised Users

You may permit Authorised Users to access and use the Services on your behalf, provided that:

(a) the number of Authorised Users does not exceed the number specified in your subscription plan;

(b) each Authorised User complies with these Terms;

(d) you immediately disable access for any individual who ceases to be an Authorised User.

4.2 Service Availability

4.2.1 Availability Target

Moterra will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for:

(a) planned maintenance carried out during non-peak hours with reasonable advance notice;

(b) unscheduled maintenance required to address urgent issues;

(d) suspension in accordance with clause 4.6.

4.2.2 Service Level Agreement

Moterra commits to maintaining a monthly uptime percentage of at least 99% during Normal Business Hours, calculated as:

Uptime % = (Total Minutes in Month – Downtime Minutes) / Total Minutes in Month × 100

Downtime excludes:

(a) scheduled maintenance performed with at least 24 hours’ notice;

(b) emergency maintenance required for security or critical updates;

(d) Force Majeure events as defined in clause 15.5; and

(e) suspension of Services under clause 4.6.

4.2.3 Service Credits

If Moterra fails to meet the 99.5% monthly uptime target during Normal Business Hours, you may request a service credit equal to 10% of your monthly Subscription Fees for the affected month, provided that:

(a) you notify Moterra in writing within ten (10) Business Days of the downtime occurrence;

(b) you provide reasonable detail regarding the downtime experienced;

(d) service credits are your sole and exclusive remedy for any unavailability of the Services.

Service credits:

(i) will be applied to future invoices;

(ii) cannot be redeemed for cash;

(iii) expire if not used within twelve (12) months of issuance; and

(iv) are forfeited upon termination of your subscription.

4.3 Support Services

4.3.1 Standard Support

Moterra will provide support services in accordance with the Support Services Policy, including:

(a) email support at [email protected];

(b) response to support requests within two (2) Business Days;

(d) notification of scheduled maintenance and service updates.

4.3.2 Support Limitations

Support services do not include:

(a) training or consulting services beyond basic platform usage;

(b) customisation or development services;

(d) recovery of deleted data beyond the retention period specified in your subscription plan; or

(e) support outside Normal Business Hours unless you have purchased premium support.

4.4 Service Modifications

4.4.1 Right to Modify

Moterra reserves the right to modify, update, or discontinue any aspect of the Services at any time, including:

(a) adding, modifying, or removing features or functionality;

(b) changing the user interface or user experience;

(d) implementing security updates or bug fixes.

4.4.2 Notice of Material Changes

Moterra will provide reasonable advance notice of material changes that substantially reduce the functionality of the Services. Notice may be provided through:

(a) email to the email address associated with your account;

(b) notification within the Services; or

4.4.3 No Obligation to Maintain Features

Moterra has no obligation to maintain any particular features or functionality of the Services. If Moterra discontinues a material feature that you rely upon, you may terminate your subscription in accordance with clause 14.3.

4.5 Use Restrictions

You agree that you will not, and will not permit any Authorised User or third party to:

(a) use the Services for any unlawful purpose or in violation of these Terms;

(b) access the Services to build a competitive product or service or copy any features, functions, or graphics;

(d) attempt to gain unauthorised access to the Services or related systems or networks;

(e) interfere with or disrupt the integrity or performance of the Services;

(f) remove, alter, or obscure any proprietary notices on the Services or Documentation;

(g) use the Services to transmit any Viruses or malicious code;

(h) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material;

(i) use the Services to store or transmit material in violation of third-party privacy rights;

(j) use the Services to send spam or otherwise duplicate or unsolicited messages;

(k) sublicense, resell, rent, lease, transfer, assign, time share, or otherwise commercially exploit the Services;

(l) frame or mirror any content forming part of the Services;

(m) use any robot, spider, scraper, or other automated means to access the Services except for legitimate search engine indexing;

(n) exceed the usage limits specified in your subscription plan without upgrading;

(o) use the Services in any manner that could damage, disable, overburden, or impair Moterra’s servers or networks; or

(p) use the Services in violation of any applicable laws or regulations.

4.6 Suspension of Services

4.6.1 Grounds for Suspension

Moterra may suspend your access to the Services immediately without liability if:

(a) your account is more than fifteen (15) days overdue on payment;

(b) you breach clause 4.5 (Use Restrictions);

(d) you breach any material term of these Terms;

(e) Moterra is required to do so by law or regulatory authority; or

(f) you engage in fraudulent or illegal activity in connection with the Services.

4.6.2 Notice of Suspension

Where reasonably practicable, Moterra will provide advance notice of suspension to the email address associated with your account. However, Moterra may suspend immediately without notice where necessary to protect the Services, other customers, or Moterra’s systems.

4.6.3 Reinstatement

Moterra will reinstate your access to the Services once the reason for suspension has been resolved to Moterra’s reasonable satisfaction, including:

(a) receipt of all outstanding payments;

(b) confirmation that the breach has been remedied;

(d) as otherwise agreed between the parties.

5. FEES AND PAYMENT

5.1 Subscription Fees

5.1.1 Fee Structure

You agree to pay the Subscription Fees for your selected subscription plan as set out at https://moterra.ai/pricing. All fees are stated exclusive of value added tax (VAT) or other applicable taxes unless otherwise specified.

5.1.2 Custom Pricing

If you have agreed to custom pricing (including discounts, trial periods, or other special terms) via email or written agreement, that custom pricing applies instead of the standard pricing at https://moterra.ai/pricing. The custom pricing is documented in the relevant email thread or written agreement and remains in effect for the agreed term.

5.1.3 Billing Cycle

Subscription Fees are billed in advance on a monthly or annual basis, depending on your selected plan. Your billing cycle commences on the date you first subscribe to the Services and renews on the same day of each subsequent month or year.

5.1.4 Payment Method

You must provide valid payment information and authorise Moterra to charge your designated payment method for all Subscription Fees. You agree to maintain current and accurate payment information.

5.2 Price Changes

5.2.1 Annual Adjustments

Moterra may increase Subscription Fees annually on the anniversary of your Effective Date by an amount not exceeding the percentage increase in the Consumer Price Index (CPI) published by the Office for National Statistics for the United Kingdom for the preceding twelve (12) month period.

5.2.2 Other Price Changes

Moterra may modify pricing for subscription plans at any time by updating the pricing information at https://moterra.ai/pricing. Changes to pricing will:

(a) not affect your then-current Subscription Term;

(b) take effect at the start of your next Renewal Period; and

5.2.3 Right to Reject Price Increases

If you do not agree to a price increase beyond the CPI-linked adjustment described in clause 5.2.1, you may terminate your subscription by providing written notice prior to the start of the Renewal Period in which the price increase would take effect.

5.3 Payment Terms

5.3.1 Due Date

All invoices are payable within fifteen (15) days of the invoice date (“Payment Terms”).

5.3.2 Payment Method

Payment shall be made by:

(a) automatic charge to your designated payment method on file; or

(b) bank transfer to the account details specified on the invoice, with reference to the invoice number.

5.3.3 No Set-off

All amounts due under these Terms shall be paid in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).

5.4 Late Payment

5.4.1 Interest on Overdue Amounts

If you fail to pay any amount due under these Terms by the due date, Moterra may charge interest on the overdue amount at the rate of 2% per annum above the base lending rate of Barclays Bank PLC from time to time. Interest shall accrue daily from the due date until payment is received in full, whether before or after judgment.

5.4.2 Recovery Costs

You shall reimburse Moterra for all reasonable costs and expenses (including legal fees) incurred by Moterra in recovering overdue amounts.

5.4.3 Suspension for Non-payment

Without limiting Moterra’s other rights and remedies, Moterra may suspend access to the Services if payment is more than fifteen (15) days overdue, in accordance with clause 4.6.

5.5 Taxes

5.5.1 Exclusive of Taxes

All Subscription Fees and other amounts payable under these Terms are exclusive of VAT and other applicable taxes, duties, and similar charges imposed by any government authority.

5.5.2 Your Responsibility

You are responsible for all taxes associated with your subscription except for taxes based on Moterra’s net income. If Moterra is required to pay or collect any such taxes, they will be invoiced to you and you agree to pay such taxes.

5.5.3 Tax Documentation

You agree to provide Moterra with any tax identification numbers, certifications, or other documentation reasonably requested by Moterra to comply with applicable tax laws and regulations.

5.6 Overage Fees

5.6.1 Usage Monitoring

Moterra will monitor your usage of the Services against the limits specified in your subscription plan. Usage metrics may include, but are not limited to:

(a) number of Authorised Users;

(b) API calls or requests;

(d) processing volume; or

(e) other metrics as specified at https://moterra.ai/pricing.

5.6.2 Overage Charges

If your usage exceeds the limits of your subscription plan, you will be charged overage fees as specified at https://moterra.ai/pricing. Overage fees will be:

(a) calculated based on actual usage;

(b) invoiced monthly in arrears; and

5.6.3 Upgrade Recommendation

Moterra may recommend that you upgrade to a higher-tier subscription plan if your usage consistently exceeds your current plan limits. However, you are responsible for monitoring your usage and initiating upgrades as necessary.

5.7 Refunds

5.7.1 No Refunds

Except as expressly provided in these Terms, all Subscription Fees are non-refundable. You will not receive a refund or credit for:

(a) partial subscription periods when you downgrade or cancel your subscription;

(b) unused features or services included in your subscription plan;

(d) suspension of Services under clause 4.6 due to your breach; or

(e) termination by Moterra for cause under clause 15.2.

5.7.2 Termination by Moterra Without Cause

If Moterra terminates these Terms for convenience under clause 15.3, you will receive a pro-rata refund of prepaid Subscription Fees for the unused portion of the then-current billing period.

5.8 AWS Infrastructure and Usage Charges

5.8.1 AWS Hosting Model

The Services run on Amazon Web Services (“AWS”) infrastructure in an AWS account dedicated to you (the “Client AWS Account”). Moterra may create and administer the Client AWS Account on your behalf as part of the onboarding and operation of the Services. The underlying cloud services are provided by AWS.

5.8.2 AWS Usage Separate from Subscription Fees

In addition to the Subscription Fees, you are responsible for all AWS usage charges associated with the Client AWS Account, including compute, storage, networking, and any other AWS services used to run the Services or related integrations.

5.8.3 Invoicing and Payment

Moterra (or its authorised AWS distribution partner) will pay AWS for usage incurred in the Client AWS Account and will invoice you monthly in arrears for the corresponding AWS usage charges. Such invoices are payable in accordance with clause 5.3, and late payment and suspension shall be handled in accordance with clause 5.4 and clause 4.6.

5.8.4 Data, Control and Access

As between you and Moterra, you retain full control of services, configurations, and data in the Client AWS Account. Moterra’s access to the Client AWS Account is limited to what is reasonably necessary to provide the Services, to obtain usage and billing information, and to implement changes you request or authorise. Moterra will not make material changes to your AWS configurations unrelated to the Services without your prior consent.

5.8.5 Termination or Change of AWS Billing Arrangement

Either party may terminate or change the AWS billing arrangement described in this clause 5.8 on thirty (30) days’ written notice. Termination or change of the AWS billing arrangement does not, by itself, terminate these Terms or your subscription to the Services. On termination or change, Moterra will provide reasonable assistance to transfer the Client AWS Account and/or AWS billing relationship into your sole control or to another AWS partner nominated by you.

6. PROPRIETARY RIGHTS

6.1 Moterra’s Intellectual Property

6.1.1 Ownership

You acknowledge and agree that Moterra and its licensors own all right, title, and interest, including all intellectual property rights, in and to:

(a) the Services, Software, and Documentation;

(b) all modifications, improvements, and derivative works thereof;

(d) all aggregated, anonymised, or de-identified data derived from your use of the Services; and

(e) all feedback, suggestions, or recommendations you provide regarding the Services.

6.1.2 Reservation of Rights

Except for the limited rights expressly granted in these Terms, Moterra reserves all right, title, and interest in and to the Services and all related intellectual property. No rights are granted to you other than as expressly set forth in these Terms.

6.1.3 Restrictions on Reverse Engineering

You shall not, and shall not permit any third party to:

(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Software;

(b) modify, translate, or create derivative works based on the Services;

(d) use the Services to develop competing products or services.

6.2 Client Data

6.2.1 Your Ownership

As between you and Moterra, you retain all right, title, and interest, including all intellectual property rights, in and to Client Data. You grant Moterra a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Client Data solely as necessary to provide the Services and fulfill Moterra’s obligations under these Terms.

6.2.2 Your Responsibilities

You represent and warrant that:

(a) you have all necessary rights, licenses, and permissions to provide Client Data to Moterra;

(b) Client Data does not infringe any third-party intellectual property rights;

(d) you have obtained all necessary consents for Moterra to process Client Data as contemplated by these Terms.

6.2.3 Prohibited Data

You agree not to submit to the Services any data that:

(a) you do not have the right to submit;

(b) infringes any intellectual property or other rights of any third party;

(d) is defamatory, obscene, abusive, or otherwise objectionable;

(e) contains any Viruses or malicious code; or

(f) constitutes personal data of individuals where you have not obtained the necessary legal basis for processing.

6.3 Feedback

If you provide Moterra with any feedback, suggestions, or recommendations regarding the Services (“Feedback”), you grant Moterra an irrevocable, perpetual, worldwide, royalty-free license to use, disclose, reproduce, modify, license, transfer, and otherwise distribute and exploit such Feedback without restriction or obligation to you.

6.4 Use of Aggregated Data

Moterra may collect, use, and disclose aggregated or de-identified data derived from your use of the Services for any lawful business purpose, including to:

(a) improve and enhance the Services;

(b) develop new products and services;

(d) create and publish benchmarks and industry reports.

Such aggregated or de-identified data will not identify you or include any Client Data in identifiable form.

6.5 Trademarks

Each party retains all rights in its trademarks, service marks, logos, and brand names. Neither party may use the other party’s trademarks without prior written consent, except that:

(a) you may use Moterra’s trademarks solely to identify the Services you have licensed; and

(b) Moterra may identify you as a customer of the Services and use your name and logo on Moterra’s website and marketing materials, unless you object in writing.

7. CONFIDENTIALITY

7.1 Confidentiality Obligations

Each party (the “Receiving Party”) agrees to:

(a) keep confidential all Confidential Information disclosed by the other party (the “Disclosing Party”);

(b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except as permitted under clause 7.2;

(c) not use Confidential Information for any purpose other than performing its obligations or exercising its rights under these Terms;

(d) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care;

(e) limit access to Confidential Information to employees, contractors, and advisors who have a legitimate need to know and who have been informed of the confidential nature of such information; and

(f) ensure that any person to whom Confidential Information is disclosed is bound by confidentiality obligations at least as protective as those set forth in this clause 7.

7.2 Permitted Disclosures

The Receiving Party may disclose Confidential Information:

(a) to the extent required by law, regulation, court order, or other legal process, provided that the Receiving Party, where legally permitted, gives the Disclosing Party prompt written notice of such requirement and reasonably cooperates with the Disclosing Party’s efforts to seek a protective order or other appropriate remedy;

(b) to its professional advisors (including lawyers, accountants, and auditors) who are bound by professional obligations of confidentiality;

(c) to potential acquirers, investors, or other parties in connection with a proposed transaction, provided that such parties are bound by confidentiality obligations at least as protective as those set forth in this clause 7; or

(d) as expressly permitted elsewhere in these Terms.

7.3 Return or Destruction

Upon termination of these Terms or upon request by the Disclosing Party at any time, the Receiving Party shall:

(a) promptly return to the Disclosing Party or destroy (at the Disclosing Party’s election) all documents and materials containing or reflecting Confidential Information; and

(b) certify in writing to the Disclosing Party that it has complied with the requirements of this clause 7.3.

Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information:

(i) as required by applicable law or regulation;

(ii) in automatically created backup or disaster recovery systems, provided that such Confidential Information remains subject to the confidentiality obligations set forth in these Terms; or

(iii) as necessary for legal or regulatory compliance purposes.

7.4 Duration

The obligations set forth in this clause 7 shall survive termination of these Terms and continue for a period of five (5) years from the date of disclosure of the relevant Confidential Information.

7.5 Equitable Relief

Each party acknowledges that a breach of this clause 7 may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive or other equitable relief to prevent or restrain any breach or threatened breach of this clause 7, without the need to prove actual damages or post a bond.

8. DATA PROTECTION

8.1 Data Protection Compliance

Each party shall comply with all applicable data protection laws and regulations, including (where applicable) the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any successor legislation.

8.2 Data Processing Addendum

To the extent that Moterra processes personal data on your behalf in providing the Services, the Data Processing Addendum attached as Schedule 1 to these Terms forms part of these Terms and shall apply to such processing.

8.3 Your Responsibilities as Data Controller

Where you are a data controller and Moterra is a data processor:

(a) you shall ensure that you have a lawful basis for processing personal data submitted to the Services;

(b) you shall provide all necessary privacy notices to data subjects;

(d) you shall respond to data subject requests, with reasonable assistance from Moterra where necessary; and

(e) you shall indemnify Moterra against any claims arising from your failure to comply with your obligations as a data controller.

8.4 Security Measures

Moterra implements and maintains appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage, as described in Schedule 1.

8.5 Data Location

Client Data may be stored and processed in data centers located in the United Kingdom, the European Economic Area, and other jurisdictions as necessary to provide the Services. Moterra will ensure that any transfers of personal data outside the UK or EEA are subject to appropriate safeguards in accordance with applicable data protection laws.

8.6 Data Retention and Deletion

8.6.1 Active Subscription

During the Subscription Term, Moterra will retain Client Data in accordance with your subscription plan and as necessary to provide the Services.

8.6.2 Post-Termination

Upon termination of these Terms:

(a) you may request an export of Client Data within thirty (30) days of termination;

(b) Moterra will make Client Data available for export in a commonly used electronic format;

(d) Moterra may retain aggregated, anonymised, or de-identified data as permitted under clause 6.4.

8.7 Data Breach Notification

Moterra will notify you without undue delay upon becoming aware of any personal data breach affecting Client Data, and will provide reasonable assistance to you in fulfilling your obligations to report or notify the breach to relevant supervisory authorities or data subjects as required by applicable data protection laws.

9. WARRANTIES

9.1 Moterra’s Warranties

Moterra warrants that:

(a) it has the right to enter into these Terms and to grant the rights granted herein;

(b) the Services will be performed with reasonable skill and care;

(d) it will comply with all applicable laws and regulations in performing its obligations under these Terms; and

(e) the Services, when used in accordance with these Terms and the Documentation, will not infringe the intellectual property rights of any third party in the United Kingdom.

9.2 Your Warranties

You warrant that:

(a) you have the right to enter into these Terms and to grant the rights granted herein;

(b) you have all necessary rights, licenses, and permissions to provide Client Data to Moterra;

(d) your use of the Services will comply with all applicable laws and regulations;

(e) you have obtained all necessary consents and have a lawful basis for processing any personal data included in Client Data; and

(f) you will comply with these Terms, including all use restrictions.

9.3 Disclaimer of Warranties

Except as expressly set forth in clause 9.1:

(a) THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND;

(b) MOTERRA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

(d) MOTERRA DOES NOT WARRANT THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED;

(e) MOTERRA DOES NOT WARRANT THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;

(f) MOTERRA DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT, DATA, OR INFORMATION OBTAINED THROUGH THE SERVICES; and

(g) MOTERRA DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

9.4 Remedy for Breach of Warranty

Your sole and exclusive remedy for breach of the warranties set forth in clause 9.1 shall be for Moterra to re-perform the non-conforming Services or, if Moterra cannot substantially correct the breach within a reasonable time, you may terminate these Terms in accordance with clause 15.3 and receive a pro-rata refund of prepaid Subscription Fees for the unused portion of the then-current billing period.

10. CLIENT’S INDEMNIFICATION

10.1 Indemnification by You

You agree to indemnify, defend, and hold harmless Moterra, its Affiliates, and their respective officers, directors, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

(a) your use of the Services in violation of these Terms;

(b) Client Data, including any claim that Client Data infringes or misappropriates any third-party intellectual property rights or violates applicable law;

(d) your violation of any applicable law or regulation;

(e) any claim by an Authorised User or third party arising from your use of the Services; or

(f) your negligence or willful misconduct.

10.2 Indemnification Procedure

Moterra will:

(a) promptly notify you in writing of any claim subject to indemnification under clause 10.1 (provided that failure to provide prompt notice shall not relieve you of your obligations except to the extent you are materially prejudiced thereby);

(b) provide reasonable cooperation in the defense of such claim at your expense; and

(c) grant you sole control over the defense and settlement of such claim, provided that you may not settle any claim in a manner that admits liability on behalf of Moterra or imposes obligations on Moterra without Moterra’s prior written consent.

11. LIMITATION OF LIABILITY

11.1 Excluded Losses

Neither party excludes or limits its liability to the other for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;

(d) breach of confidentiality obligations under clause 7; or

(e) any other liability that cannot be excluded or limited by applicable law.

11.2 Excluded Categories of Loss

Subject to clause 11.1, neither party shall be liable to the other for:

(a) any loss of profits, revenue, or anticipated savings;

(b) any loss of business or business opportunity;

(d) any loss of or corruption to data;

(e) any indirect, special, incidental, or consequential loss or damage; or

(f) any loss arising from the acts or omissions of third parties,

whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, and even if such loss was foreseeable or the party had been advised of the possibility of such loss.

11.3 Limitation on Liability Amount

Subject to clauses 11.1 and 11.2, each party’s total aggregate liability to the other arising out of or in connection with these Terms, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the lesser of:

(a) two times (2×) the Subscription Fees paid or payable by you to Moterra in the twelve (12) months immediately preceding the event giving rise to the claim; or

(b) ten thousand pounds sterling (£10,000).

11.4 Multiple Claims

For the avoidance of doubt, the existence of multiple claims shall not enlarge the liability cap set forth in clause 11.3. All claims arising from related events or circumstances shall be treated as a single claim for purposes of the liability cap.

11.5 Allocation of Risk

You acknowledge and agree that the limitations of liability set forth in this clause 11 reflect a reasonable allocation of risk between the parties and form an essential basis of the bargain between the parties. The Subscription Fees reflect this allocation of risk and the limitations of liability specified in this clause 11.

12. MOTERRA’S INDEMNIFICATION

12.1 Indemnification for Intellectual Property Infringement

Moterra will indemnify, defend, and hold you harmless from and against any claim, liability, damage, loss, cost, or expense (including reasonable legal fees) arising from any third-party claim that your use of the Services in accordance with these Terms infringes or misappropriates any patent, copyright, trademark, or trade secret of a third party under the laws of the United Kingdom (“IP Claim”), subject to the limitations and procedures set forth in this clause 12.

12.2 Exclusions from Indemnification

Moterra’s indemnification obligations under clause 12.1 shall not apply to the extent that an IP Claim arises from or relates to:

(a) use of the Services in combination with equipment, software, or services not provided or approved by Moterra;

(b) modification of the Services by any party other than Moterra;

(d) use of the Services after Moterra has notified you to discontinue use due to an infringement claim;

(e) Client Data or any content or materials provided by you; or

(f) your breach of these Terms.

12.3 Indemnification Procedure

To be eligible for indemnification under this clause 12, you must:

(a) promptly notify Moterra in writing of the IP Claim (provided that failure to provide prompt notice shall not relieve Moterra of its obligations except to the extent Moterra is materially prejudiced thereby);

(b) grant Moterra sole control over the defense and settlement of the IP Claim;

(d) not make any admissions or attempt to settle the IP Claim without Moterra’s prior written consent.

12.4 Remedial Measures

If the Services become, or in Moterra’s opinion are likely to become, the subject of an IP Claim, Moterra may, at its option and expense:

(a) procure for you the right to continue using the Services;

(b) replace or modify the Services to make them non-infringing while providing materially equivalent functionality; or

(c) if options (a) and (b) are not commercially reasonable in Moterra’s judgment, terminate these Terms upon written notice to you and refund any prepaid Subscription Fees on a pro-rata basis for the unused portion of the then-current billing period.

12.5 Exclusive Remedy

This clause 12 states your sole and exclusive remedy and Moterra’s entire liability for any IP Claim. The indemnity provided under this clause 12 is subject to the limitation of liability set forth in clause 11.3.

13. INSURANCE

13.1 Insurance Requirements

Throughout the Subscription Term and for a period of twelve (12) months thereafter, Moterra shall maintain in force the following insurance policies with reputable insurers:

(a) professional indemnity insurance with coverage of at least £2,000,000 per claim and in the aggregate;

(b) public liability insurance with coverage of at least £5,000,000 per claim; and

13.2 Evidence of Insurance

Upon your reasonable request, Moterra shall provide certificates of insurance evidencing the insurance coverage required under clause 13.1.

13.3 No Limitation of Liability

The maintenance of insurance as required by this clause 13 shall not be construed to limit Moterra’s liability under these Terms.

14. TERM AND TERMINATION

14.1 Term

These Terms commence on the Effective Date and continue for the Initial Subscription Term, and thereafter shall automatically renew for successive Renewal Periods, unless terminated earlier in accordance with this clause 14.

14.2 Termination for Cause

Either party may terminate these Terms with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of these Terms and, if the breach is capable of remedy, fails to remedy it within thirty (30) days after receipt of written notice specifying the breach and requiring it to be remedied;

(b) the other party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made for or in connection with the winding up of the other party;

(e) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given, or an administrator is appointed, over the other party;

(f) a floating charge holder over the assets of the other party has become entitled to appoint or has appointed an administrative receiver;

(g) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(h) any event analogous to those set forth in clauses 14.2(b) through 14.2(g) occurs in any jurisdiction; or

(i) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

14.3 Termination for Convenience

Either party may terminate these Terms for convenience by providing written notice to the other party at least thirty (30) days prior to the end of the then-current Subscription Term (whether the Initial Subscription Term or any Renewal Period).

14.4 Effect of Termination

Upon termination or expiration of these Terms for any reason:

(a) your right to access and use the Services shall immediately cease;

(b) all licenses granted to you under these Terms shall immediately terminate;

(c) you shall cease all use of the Services and destroy or return all copies of any Moterra Confidential Information in your possession;

(d) Moterra shall cease all processing of Client Data except as necessary to comply with its obligations under clause 14.5;

(e) all outstanding Subscription Fees and other amounts owed to Moterra shall become immediately due and payable; and

(f) each party shall return or destroy all Confidential Information of the other party in accordance with clause 7.3.

14.5 Data Retrieval

Upon termination of these Terms, you may request an export of Client Data within thirty (30) days of the termination date. Moterra will make Client Data available for export in a commonly used electronic format. After the thirty (30) day period, Moterra shall have no obligation to maintain or provide Client Data and may delete such data in accordance with clause 8.6.2.

14.6 Survival

The following clauses shall survive termination or expiration of these Terms: 2 (Definitions and Interpretation), 6 (Proprietary Rights), 7 (Confidentiality), 8.6 (Data Retention and Deletion), 10 (Client’s Indemnification), 11 (Limitation of Liability), 12 (Moterra’s Indemnification), 14.4 through 14.6 (Effect of Termination, Data Retrieval, and Survival), and 16 (General Provisions), together with any other provisions that by their nature are intended to survive.

14.7 No Refunds Upon Termination

Except as expressly provided in these Terms, you shall not be entitled to any refund of prepaid Subscription Fees upon termination, including if:

(a) you terminate for convenience under clause 14.3;

(b) Moterra terminates for cause under clause 14.2 due to your breach; or

If Moterra terminates for convenience under clause 14.3 or you terminate for cause under clause 14.2 due to Moterra’s breach, you shall be entitled to a pro-rata refund of prepaid Subscription Fees for the unused portion of the then-current billing period.

15. GENERAL PROVISIONS

15.1 Notices

15.1.1 Method of Notice

Any notice or other communication required or permitted under these Terms shall be in writing and shall be deemed given:

(a) when delivered personally;

(b) when sent by confirmed email transmission;

(d) three (3) Business Days after being sent by registered or certified mail, return receipt requested.

15.1.2 Notice Addresses

Notices to Moterra shall be sent to:

Moterra Limited
Flat 9 Hayworth House, Todd Close, Borehamwood, England

Email: [email protected]

Notices to you shall be sent to the email address associated with your account or such other email address as you may designate by notice to Moterra.

15.1.3 Change of Address

Either party may change its address for receipt of notices by providing written notice to the other party in accordance with this clause 15.1.

15.2 Entire Agreement

These Terms, together with any documents expressly incorporated by reference (including Schedule 1), constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter.

15.3 Amendment

Moterra may modify these Terms from time to time in accordance with clause 3.2. Except as provided in clause 3.2, no amendment to these Terms shall be effective unless in writing and signed by both parties.

15.4 Waiver

No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No failure or delay by either party in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

15.5 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (except for payment obligations) to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot, civil unrest, strikes, labor stoppages, industrial disputes, epidemics, pandemics, governmental actions, acts of regulatory authorities, failure of third-party hosting providers or telecommunications carriers, power failures, or denial-of-service attacks (“Force Majeure Event”).

The party affected by a Force Majeure Event shall:

(a) promptly notify the other party of the Force Majeure Event and its expected duration;

(b) use reasonable efforts to mitigate the effects of the Force Majeure Event; and

If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate these Terms upon written notice to the other party. Upon such termination, you shall be entitled to a pro-rata refund of prepaid Subscription Fees for the unused portion of the then-current billing period.

15.6 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. The parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.

15.7 Assignment

15.7.1 Restrictions on Assignment

You may not assign, transfer, delegate, or otherwise dispose of these Terms or any of your rights or obligations hereunder, whether voluntarily or by operation of law, without Moterra’s prior written consent. Any purported assignment, transfer, or delegation in violation of this clause shall be null and void.

15.7.2 Moterra’s Assignment Rights

Moterra may assign these Terms without your consent:

(a) to an Affiliate;

(b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets; or

15.7.3 Effect of Assignment

Subject to the foregoing restrictions, these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

15.8 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing in these Terms, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

15.9 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf.

15.10 Counterparts

These Terms may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures.

15.11 Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

15.12 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

15.13 Publicity

Moterra may identify you as a customer of the Services and use your name and logo on Moterra’s website, in marketing materials, and in customer lists, unless you notify Moterra in writing that you object to such use. You grant Moterra a non-exclusive, royalty-free license to use your name and logo solely for such purposes.

15.14 Export Control

You acknowledge that the Services and related technical data may be subject to export control laws and regulations of the United Kingdom, the United States, and other jurisdictions. You agree to comply with all applicable export control laws and regulations and shall not export, re-export, or transfer the Services or technical data, directly or indirectly, to any prohibited country, entity, or person, or for any prohibited end use.

15.15 Government End Users

If you are a government entity or the Services are being acquired on behalf of a government entity, the Services constitute “commercial computer software” and “commercial computer software documentation” as defined in applicable procurement regulations. Use, reproduction, release, modification, disclosure, or transfer of the Services is restricted in accordance with these Terms.

15.16 Language

These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall prevail.

SCHEDULE 1: DATA PROCESSING ADDENDUM

This Data Processing Addendum (“DPA”) forms part of the Terms of Service between you (“Data Controller” or “you”) and Moterra Limited (“Data Processor” or “Moterra”) and applies to the extent that Moterra processes Personal Data on your behalf in providing the Services.

1. DEFINITIONS

1.1 In this DPA, the following terms shall have the following meanings:

(a) “Data Protection Laws” means all applicable laws and regulations relating to the processing of Personal Data, including (where applicable) the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any successor legislation;

(b) “Personal Data” means any personal data (as defined in Data Protection Laws) contained within Client Data that Moterra processes on your behalf in providing the Services;

(c) “Processing” has the meaning given to it in Data Protection Laws, and “process,” “processes,” and “processed” shall be construed accordingly;

(d) “Sub-processor” means any third party appointed by Moterra to process Personal Data on your behalf in connection with the Services;

(e) “Data Subject” means an identified or identifiable natural person to whom Personal Data relates;

(f) “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed;

(g) “Supervisory Authority” means an independent public authority established by a Member State pursuant to Data Protection Laws; and

(h) “Standard Contractual Clauses” means the standard contractual clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, as approved by the European Commission or the UK Information Commissioner’s Office.

1.2 The terms “Data Controller,” “Data Processor,” “Data Subject,” “Personal Data,” and “Processing” shall have the meanings given to them in Data Protection Laws.

2. DATA PROCESSING

2.1 Processor Obligations

Moterra shall:

(a) process Personal Data only in accordance with your documented instructions, as set out in this DPA and the Terms of Service, unless required to do so by applicable law, in which case Moterra shall, to the extent permitted by law, inform you of that legal requirement before processing;

(b) ensure that persons authorized to process Personal Data are subject to obligations of confidentiality;

(c) implement and maintain appropriate technical and organizational measures to protect Personal Data as described in Section 5 of this DPA;

(d) not engage any Sub-processor without your prior written consent in accordance with Section 3 of this DPA;

(e) assist you in responding to requests from Data Subjects to exercise their rights under Data Protection Laws, taking into account the nature of the Processing;

(f) assist you in ensuring compliance with your obligations under Data Protection Laws relating to security of Processing, notification of Personal Data Breaches, data protection impact assessments, and prior consultation with Supervisory Authorities, taking into account the nature of Processing and the information available to Moterra;

(g) at your election, delete or return all Personal Data to you upon termination of the Services, and delete existing copies unless retention of Personal Data is required by applicable law; and

(h) make available to you all information necessary to demonstrate compliance with the obligations set out in this DPA and allow for and contribute to audits and inspections conducted by you or an auditor mandated by you, subject to reasonable advance notice and confidentiality obligations.

2.2 Controller Responsibilities

You acknowledge and agree that:

(a) you are solely responsible for the accuracy, quality, and legality of Personal Data and the means by which you acquired Personal Data;

(b) you have provided all necessary notices and obtained all necessary consents and rights necessary for Moterra to process Personal Data as contemplated by the Terms of Service and this DPA;

(c) you have complied and will continue to comply with all applicable Data Protection Laws in respect of your processing of Personal Data; and

(d) you are solely responsible for determining the lawful basis for Processing Personal Data under Data Protection Laws.

3. SUB-PROCESSORS

3.1 Authorized Sub-processors

You acknowledge and agree that Moterra may engage third-party Sub-processors to process Personal Data in connection with the Services. A list of currently authorized Sub-processors is available at https://moterra.ai/subprocessors.

3.2 Sub-processor Changes

Moterra shall notify you of any intended changes concerning the addition or replacement of Sub-processors by updating the list at https://moterra.ai/subprocessors and, where practicable, by sending notification to the email address associated with your account at least ten (10) days before authorizing the new Sub-processor to process Personal Data.

3.3 Objection to Sub-processors

You may object to Moterra’s appointment of a new Sub-processor on reasonable grounds relating to data protection by notifying Moterra in writing within ten (10) days of receiving notice of the intended appointment. If you object:

(a) Moterra will use reasonable efforts to accommodate your objection by either not appointing the Sub-processor or implementing alternative processing arrangements;

(b) if Moterra cannot reasonably accommodate your objection, you may terminate the affected portion of the Services by providing written notice to Moterra, and Moterra will refund any prepaid Subscription Fees on a pro-rata basis for the unused portion of the then-current billing period.

3.4 Sub-processor Obligations

Where Moterra engages a Sub-processor:

(a) Moterra shall impose on the Sub-processor data protection obligations equivalent to those set out in this DPA, including requiring the Sub-processor to implement appropriate technical and organizational measures;

(b) Moterra shall ensure that the Sub-processor complies with the obligations set out in this DPA; and

4. DETAILS OF PROCESSING

4.1 Subject Matter and Duration

The subject matter and duration of the Processing are set out in the Terms of Service.

4.2 Nature and Purpose

The nature and purpose of the Processing is to provide the Services to you in accordance with the Terms of Service, including:

(a) storing and hosting Client Data;

(b) processing and analyzing Client Data using artificial intelligence and machine learning algorithms;

(d) backing up Client Data; and

(e) such other Processing as reasonably necessary to provide the Services.

4.3 Types of Personal Data

The types of Personal Data processed may include, depending on how you use the Services:

(a) identification data (such as names, email addresses, and user IDs);

(b) professional data (such as job titles, company names, and work addresses);

(d) usage data (such as log files, IP addresses, and device information);

(e) location data (such as country or region); and

(f) any other Personal Data you choose to submit to the Services.

4.4 Categories of Data Subjects

The categories of Data Subjects may include:

(a) your employees, contractors, and agents;

(b) your customers and clients;

(d) any other individuals whose Personal Data you submit to the Services.

5. TECHNICAL AND ORGANIZATIONAL MEASURES

5.1 Security Measures

Moterra implements and maintains appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including:

(a) Encryption: Personal Data is encrypted in transit using TLS 1.2 or higher and at rest using AES-256 encryption or equivalent;

(b) Access Controls: Access to Personal Data is restricted to authorized personnel on a need-to-know basis using role-based access controls, multi-factor authentication, and regular access reviews;

(c) Network Security: Firewalls, intrusion detection systems, and intrusion prevention systems are deployed to protect the network perimeter and monitor for suspicious activity;

(d) Vulnerability Management: Regular vulnerability assessments and penetration testing are conducted, and security patches are applied in a timely manner;

(e) Logging and Monitoring: Security events are logged and monitored to detect and respond to security incidents;

(f) Backup and Recovery: Regular backups of Personal Data are performed, and disaster recovery procedures are tested periodically;

(g) Physical Security: Data centers have physical access controls, including security personnel, surveillance cameras, and environmental controls;

(h) Secure Development: Security is integrated into the software development lifecycle, including secure coding practices, code reviews, and security testing;

(i) Vendor Management: Sub-processors and vendors are evaluated for security compliance and are required to implement appropriate security measures;

(j) Personnel Security: Background checks are conducted on personnel with access to Personal Data, and all personnel receive regular security awareness training; and

(k) Incident Response: An incident response plan is maintained and tested to ensure prompt detection, investigation, and response to Personal Data Breaches.

5.2 Review and Updates

Moterra regularly reviews and updates its technical and organizational measures to maintain an appropriate level of security in light of evolving threats, technology developments, and best practices.

6. PERSONAL DATA BREACHES

6.1 Notification

Moterra shall notify you without undue delay, and in any event within 72 hours, after becoming aware of a Personal Data Breach affecting Personal Data processed under this DPA. Such notification shall be sent to the email address associated with your account and shall include, to the extent known at the time of notification:

(a) a description of the nature of the Personal Data Breach, including, where possible, the categories and approximate number of Data Subjects concerned and the categories and approximate number of Personal Data records concerned;

(b) the name and contact details of Moterra’s data protection officer or other contact point from whom more information can be obtained;

(d) a description of the measures taken or proposed to be taken by Moterra to address the Personal Data Breach, including measures to mitigate its possible adverse effects.

6.2 Assistance

Moterra shall provide reasonable assistance and cooperation to you in investigating the Personal Data Breach and fulfilling your obligations to notify Supervisory Authorities and Data Subjects as required by Data Protection Laws.

6.3 Documentation

Moterra shall document all Personal Data Breaches, comprising the facts relating to the Personal Data Breach, its effects, and the remedial action taken, and shall make such documentation available to you upon request.

7. DATA SUBJECT RIGHTS

7.1 Assistance with Data Subject Requests

Taking into account the nature of the Processing, Moterra shall provide reasonable assistance to you in fulfilling your obligations to respond to requests from Data Subjects exercising their rights under Data Protection Laws, including:

(a) the right of access;

(b) the right to rectification;

(d) the right to restriction of Processing;

(e) the right to data portability;

(f) the right to object to Processing; and

(g) the right not to be subject to automated decision-making, including profiling.

7.2 Data Subject Requests to Moterra

If Moterra receives a request from a Data Subject to exercise any of the rights listed in clause 7.1, Moterra shall promptly forward the request to you and shall not respond to the request except at your written instruction or as required by applicable law.

7.3 Costs

You acknowledge that Moterra’s assistance with Data Subject requests may require a reasonable allocation of resources. If a Data Subject request requires significant time or resources beyond normal Processing activities, Moterra may charge a reasonable fee for such assistance, to be agreed upon by the parties in advance.

8. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION

Taking into account the nature of the Processing and the information available to Moterra, Moterra shall provide reasonable assistance to you with any data protection impact assessments and prior consultations with Supervisory Authorities that you may be required to conduct under Data Protection Laws.

9. DELETION OR RETURN OF PERSONAL DATA

9.1 Post-Termination

Upon termination of the Services or at your written request at any time, Moterra shall, at your election:

(a) return a complete copy of all Personal Data to you in a commonly used electronic format; and/or

(b) securely delete or destroy all copies of Personal Data in Moterra’s possession or control,

except to the extent that Moterra is required by applicable law to retain some or all of the Personal Data, in which case Moterra shall isolate and protect the Personal Data from any further Processing and shall delete such Personal Data as soon as the legal retention requirement expires.

9.2 Certification

Upon your request, Moterra shall provide written certification that it has complied with the requirements of clause 9.1.

10. AUDIT RIGHTS

10.1 Information and Access

Moterra shall make available to you all information necessary to demonstrate compliance with the obligations set out in this DPA.

10.2 Audits and Inspections

Moterra shall allow for and contribute to audits and inspections conducted by you or an auditor mandated by you, subject to the following conditions:

(a) you shall provide Moterra with at least thirty (30) days’ prior written notice of any proposed audit;

(b) audits shall be conducted no more than once per year unless a Personal Data Breach has occurred or a Supervisory Authority requires an audit;

(c) audits shall be conducted during Normal Business Hours and in a manner that does not unreasonably interfere with Moterra’s business operations;

(d) you and your auditors shall execute a confidentiality agreement reasonably acceptable to Moterra before conducting the audit;

(e) you shall be responsible for all costs and expenses associated with the audit; and

(f) Moterra may object to an auditor appointed by you to conduct the audit if the auditor is, in Moterra’s reasonable opinion, not suitably qualified, independent, or bound by appropriate confidentiality obligations, or is a competitor of Moterra.

10.3 Alternative to Audit

In lieu of conducting an audit under clause 10.2, you may accept copies of certifications, audit reports, or other documentation evidencing Moterra’s compliance with this DPA, such as ISO 27001 certification, SOC 2 reports, or similar industry-standard assessments.

11. INTERNATIONAL TRANSFERS

11.1 Data Locations

Personal Data may be processed in data centers located in the United Kingdom, the European Economic Area, and other jurisdictions as necessary to provide the Services.

11.2 Adequate Protection

Where Personal Data is transferred from the United Kingdom or the European Economic Area to a country that has not been determined by the UK Information Commissioner’s Office or the European Commission to provide an adequate level of data protection:

(a) the parties shall execute the Standard Contractual Clauses to govern such transfers, with you as the data exporter and Moterra as the data importer; and

(b) Moterra shall implement appropriate supplementary measures to ensure an adequate level of protection for the transferred Personal Data, taking into account the circumstances of the transfer and the laws and practices of the destination country.

11.3 Cooperation

Moterra shall provide reasonable cooperation and assistance to you in assessing the adequacy of protection for international transfers and implementing appropriate safeguards.

12. TERM AND TERMINATION

12.1 Term

This DPA shall commence on the Effective Date of the Terms of Service and shall remain in effect for so long as Moterra processes Personal Data on your behalf.

12.2 Effect of Termination

Upon termination of this DPA or the Terms of Service, the provisions of clauses 9 (Deletion or Return of Personal Data), 10 (Audit Rights), and 12 (Term and Termination) shall survive, together with any other provisions that by their nature are intended to survive.

13. GENERAL

13.1 Conflict

In the event of any conflict between this DPA and the Terms of Service, the provisions of this DPA shall prevail with respect to the processing of Personal Data.

13.2 Liability

Each party’s liability arising out of or related to this DPA shall be subject to the limitations of liability set forth in clause 11 of the Terms of Service. For the avoidance of doubt, Moterra’s total aggregate liability to you for all claims arising out of or related to this DPA shall not exceed the liability cap set forth in clause 11.3 of the Terms of Service.

13.3 Governing Law

This DPA shall be governed by and construed in accordance with the law of England and Wales.

END OF TERMS OF SERVICE