1. Preamble

This Services & Licensing Agreement (the “Agreement”) is a legally binding agreement between Motion Science, LLC, a Florida limited liability company (the “Company”), and either the individual who accepts this agreement, or any organization that has duly authorized the individual who accepts this agreement to enter into the Agreement on behalf of that organization (“You” or “Your”). This Agreement is effective as of the day You order goods and/or services from the Company (the “Effective Date”).

2. Definitions
1. “Media” shall mean After Effects^TM and Cinema 4D^TM and other proprietary source files containing visual media created by Company.
2. “Promise” shall mean both a representation and warranty, inclusively.
3. “Services” shall mean training and instruction related to the Media.
4. “Term” shall mean the one year period following the Effective Date.
3. License to Use Media
1. Company grants You a worldwide, perpetual, non-sublicensable and non-exclusive right to use, modify and reproduce any Media provided by Company during the Term. Your use of Media must be incorporated into other works, but Company makes no Promise that Your use of any other work is licensed.
2. Company waives any moral rights it may have.
4. License Limitations
1. You may not use the Media in any manner not expressly authorized by this Agreement.
2. You may not use the Media in any illegal way or for any illegal purposes, including without limitation violation of any intellectual or moral property rights.
3. Although You may incorporate the Media into other works, including commercial works, You may not redistribute the Media unless it is materially incorporated into other works, such that the Media is not a primary element of Your work.
5. Services. During the Term, Company will provide You Media and additionally provide You Services, in the quantity selected by You at the time of purchase.
6. Term, Invoices, Payment & Refunds
1. The Term begins on the Effective Date and ends one year later. You may terminate the Agreement at any time, provided, however, that Company will not issue a refund for any payments made to date, and You remain liable to Company for any goods or services provided by Company without payment in full by You. Company may terminate this Agreement at any time, for any reason, and will refund a pro-rata share of any pre-paid funds.
2. Payment is due in full on the Effective Date unless Company authorizes an alternative payment arrangement prior to the Effective Date.
3. You are responsible for any taxes included without limitation sales, use or value-added tax, except that Company shall be solely responsible for any taxes on capital gains, income
4. All prices are listed in United States dollars, and Company only accepts US Currency unless authorizes an alternative payment arrangement prior to the Effective Date.
7. Warranties & Representations.
1. Company will provide the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. Company shall devote adequate resources to perform the Services.
2. Company will not be liable for any breach of warranty unless You provide Company written notice that describes the alleged defect with reasonable specificity.  Your sole remedy of the allegedly defective Services shall be Company’s reperformance of those Services or a credit or refund of a pro-rata portion of the Services.
3. EXCEPT FOR THE WARRANTY PROVIDED IN PARAGRAPH 81. ABOVE, ALL MEDIA IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. COMPANY MAKES NO OTHER WARRANTY WHATSOEVER FOR THE MEDIA OR THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
8. Indemnification. You will indemnify, defend and hold Company harmless for any breach of this Agreement or third party claims against Company for violation of the intellectual property rights of another due to Your acts or omissions.
9. Limitation of Liability. COMPANY IS NOT LIABLE IF YOU INCUR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES. THIS APPLIES TO BOTH CONTRACT AND TORT DAMAGES, INCLUDING NEGLIGENCE, AND WHETHER THE DAMAGES WERE FORESEEABLE OR NOT, YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THE FAILURE OF AN ESSENTIAL PURPOSE. THE COMPANY DOES NOT PROMISE THAT THE MEDIA SUITS ANY USER’S NEEDS OR THE LIKELIHOOD THAT THEIR USE WILL MEET ANY USER’S EXPECTATIONS, OR THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR CORRECTION. LIKEWISE THE COMPANY DOES NOT PROMISE THAT YOU WILL EARN ANY MONEY USING THE MEDIA OR THE COMPANY’S GOODS OR SERVICES. YOU ACCEPT ALL RESPONSIBILITY FOR EVALUATING YOUR OWN EARNING POTENTIAL AS WELL AS EXECUTING YOUR OWN BUSINESS AND SERVICES. YOUR EARNING POTENTIAL IS ENTIRELY DEPENDENT ON YOUR OWN PRODUCTS, IDEAS, TECHNIQUES; YOUR EXECUTION OF YOUR BUSINESS PLAN; THE TIME YOU DEVOTE TO THE PROGRAM, IDEAS AND TECHNIQUES OFFERED AND UTILIZED; AS WELL AS YOUR FINANCES, YOUR KNOWLEDGE AND YOUR SKILL. SINCE THESE FACTORS DIFFER AMONG ALL INDIVIDUALS, THE COMPANY CANNOT AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING YOUR SUCCESS OR INCOME LEVEL. THE COMPANY DOES NOT WARRANT THAT DEFECTS WILL BE CORRECTED, OR THAT THE MEDIA ARE FREE FROM BUGS OR VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY FOR THE COST OF ALL NECESSARY REPAIRS OR CORRECTIONS. THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY PERFORMANCE OR SERVICE PROBLEMS CAUSED BY ANY THIRD PARTY WEBSITE OR THIRD PARTY SERVICE PROVIDER. ANY SUCH PROBLEM SHALL BE GOVERNED SOLELY BY THE AGREEMENT BETWEEN YOU AND THAT PROVIDER.
10. Types of Damages. COMPANY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT CANNOT EXCEED THE AGGREGATE AMOUNT OF FEES PAID BY YOU FOR ONE TERM’S WORTH OF SERVICES.
11. Officers Not Liable. Any legal resource You may have under this Agreement is solely against Company, and Company’s owners, directors, officers and shareholders shall not be liable for any damage or loss incurred by You under this Agreement.
12. Term & Right to Terminate. Company can terminate this agreement if You fail to pay for the Services, if You do not comply with the terms of this Agreement, or You file a petition for bankruptcy or become insolvent.
13. Assignment of Feedback. Any feedback provided by You during the Term shall be the sole and exclusive property of Company, regardless of whether that feedback is written, oral, or provided via machine-readable means.
14. Choice of Law & Venue. Any legal proceeding shall be brought in a court situated in Palm Beach County, Florida, who shall have exclusive jurisdiction. This Agreement is governed by the laws of the state of Florida, regardless of any internal state law that might apply the law of a different jurisdiction.
15. Dispute Resolution. Prior to filing any petition for legal relief, You must submit your dispute to Company via email to [email protected] with the word Complaint in the subject line of the email, and You and Company shall have a thirty (30) day period from the date the email is received by Company to resolve the dispute in good faith. You may only file suit if a dispute is unresolved for more than thirty (30) days from Your notice that there is a dispute.
16. Bar on Class Actions. You may only bring a legal action in an individual capacity and not as a member of a similarly situated class of litigants.
17. Statute of Limitations. Any legal action must be filed within one (1) year of the end of the Term or You are forever barred from seeking legal remedies.
18. Force Majeure. Company is not liable for any failures or delays due to factors outside Company’s control. If any Services due to You under this Agreement are missed due to a force majeure event, Company will perform on a mutually-agreeable schedule, which may extend the Term until those Services are completed.
19. No Third Party Beneficiaries. Nothing in this Agreement can be construed to provide a right, obligation, benefit or remedy to anyone other than You and Company.
20. Independent Parties. Nothing in this Agreement can be construed to create any business relationship or agency authority between You and Company except as expressly stated in this Agreement.
21. Survival. Certain provisions of this Agreement should, by their nature, apply beyond the Term, including without limitation paragraph numbers 3, 4, 7, 8, 9, 10, 11, 14, 15, 16 and 17.
22. Waiver. Company’s failure in exercising any right under this Agreement is not a continuing waiver of those rights. No single or series of waivers of a right under this Agreement is not a continuing waiver of Company’s ability to exercise those rights in the future.
23. Amendment. This Agreement can only be modified in a subsequent written agreement between You and Company.
24. Severability. A finding by tribuneral with competent jurisdiction that any provision of this Agreement is illegal or unenforceable will not affect the enforceability of any other part of this Agreement.
25. Updates to Terms. Company may update this Agreement from time to time. If Company updates the Agreement during the Term, it will notify You in advance. Your continued use of the Services constitutes Your acceptance of any updated Agreement.
26. Assignment. You cannot assign any rights or obligations under this Agreement unless you have Company’s express prior written permission.
27. Authority. By accepting this Agreement, You Promise that You are legally able to enter into a contract and that You are duly authorized to bind any business entity You purport to represent.
28. Contract Acceptance & Paper Copies. The Services are provided through electronic media. Your completion of a web form to purchase the Services or any use of the Services constitutes an acceptance of this Agreement.
29. Notice & Contact Info. Any notices should be sent to [email protected]. Company can be reached via regular mail at 2103 Spring Court, Palm Beach Gardens Florida 33410.

This Agreement was last modified on January 14, 2021.