These Snowflake Marketplace Data Product Terms (the "Terms") govern access to and use of data products that Motionworks AI, Inc. ("Motionworks," "we," "us," or "our") publishes as listings on the Snowflake Marketplace. They apply in addition to, and where applicable in place of, any general terms that govern other Motionworks distribution channels (for example, the API Terms of Service).
These Terms form a binding agreement between Motionworks AI, Inc., a Delaware corporation, and the Snowflake account that accepts these Terms through the Snowflake Marketplace fulfillment flow (the "Consumer"). "Consumer" refers to the legal entity that owns or controls the Snowflake account identifier ("Snowflake Account ID") that is granted access to the relevant Motionworks listing, and to its Authorized Users (defined below).
"Authorized Users" means employees and contractors of the Consumer who access the Data Product through the Consumer's Snowflake account in support of the Consumer's internal business operations. The Consumer is responsible for the acts and omissions of its Authorized Users under these Terms.
The Consumer accepts these Terms by clicking "Accept," "Get," "Request," "Subscribe," or any similar acceptance control presented in the Snowflake Marketplace listing user interface (the "Marketplace UI") before Snowflake grants the corresponding data share to the Consumer's Snowflake account. The individual who clicks the acceptance control represents that they have authority to bind the Consumer to these Terms. Acceptance occurs once per listing the Consumer subscribes to and applies to all subsequent renewals of that subscription unless and until terminated.
Snowflake Inc. ("Snowflake") imposes certain required provisions on data providers and data consumers on the Snowflake Marketplace, including its Provider Policies, Consumer Terms of Service, and standard Marketplace terms (collectively, the "Snowflake Required Provisions"). Nothing in these Terms is intended to override the Snowflake Required Provisions to the extent Snowflake prohibits providers from overriding them. As to any other subject matter, these Terms control.
In the event of conflict, the following order of precedence controls: (i) the Snowflake Required Provisions to the extent Snowflake prohibits providers from overriding them, (ii) these Terms, (iii) the Snowflake listing detail page for the affected listing as displayed in the Marketplace UI on the date of acceptance, and (iv) the documentation at mworks.com/docs and the Methodology Disclosure at mworks.com/legal/methodology.
For self-serve Marketplace subscriptions, no separate order form is executed between Motionworks and the Consumer. These Terms, together with the Snowflake listing detail page for each subscribed listing and the documentation referenced in Section 1.5, constitute the full agreement between the parties for that listing.
"Data Product" means the set of Snowflake views, tables, secure functions, and metadata exposed through the Snowflake share that Motionworks publishes for a given Marketplace listing and that is granted to the Consumer's Snowflake account upon successful subscription. Each Marketplace listing is a separate Data Product. A subscription to one Data Product does not grant rights to any other Motionworks listing or product.
Motionworks publishes Data Products corresponding to its Popcast, Placecast, Pathcast, Viewcast, Set Dynamics, and Basecast lines (collectively, the "Motionworks Products"). The specific schemas, refresh cadence, and geographic coverage for each Data Product are described on the corresponding Snowflake listing detail page and in the documentation at mworks.com/docs.
Each Data Product is derivative and synthetic in nature. Records represent statistical estimates produced from panels, models, third-party inputs, and synthetic-population techniques. Records do not identify, and are not intended to identify, any natural person. Where a Data Product contains identifiers (for example, panel identifiers, place identifiers, or geographic unit codes), those identifiers refer to synthetic, statistical, or geographic constructs and not to specific individuals.
Documentation describing each Data Product's schema, refresh schedule, and known limitations is available at mworks.com/docs. The Methodology Disclosure describes the panels, models, and synthesis approaches used to produce the Data Products at a level appropriate for informed reliance by analytic users.
Subject to the Consumer's compliance with these Terms and timely payment of applicable Fees, Motionworks grants the Consumer, for the duration of the Subscription Term, a non-exclusive, non-transferable, non-sublicensable, revocable license to access the Data Product through the Consumer's Snowflake account and to use the Data Product for the Consumer's internal business purposes.
The license includes the right to:
The Consumer will not, and will not permit any Authorized User or third party to:
All right, title, and interest in and to the Data Product, the Motionworks Products, Motionworks' Methodology (as defined in Section 12.5), and any related intellectual property remain with Motionworks. No rights are granted by implication, estoppel, or otherwise except as expressly set out in these Terms.
"Derived Outputs" means analyses, reports, charts, dashboards, model results, scores, segments, and aggregated summaries that the Consumer creates from the Data Product using its own methods, whether alone or in combination with other data the Consumer is lawfully permitted to use.
The Consumer may create, retain, and use Derived Outputs without restriction for the Consumer's internal business purposes during the Subscription Term, subject to Sections 3.3 and 4.4.
The Consumer may include Derived Outputs in client deliverables, pitch materials, research reports, and similar work product shared with third parties, provided that:
Notwithstanding the Consumer's ownership of its Derived Outputs, Motionworks retains all right, title, and interest in and to the underlying Data Product and in any portion of a Derived Output that constitutes a substantial reproduction of the Data Product.
The Consumer's right to continue using Derived Outputs created in compliance with these Terms during the Subscription Term survives termination, provided the Consumer:
The "Subscription Term" begins when Snowflake grants the Consumer access to the Data Product following acceptance of these Terms and continues for the period set out on the corresponding Snowflake listing detail page (for example, monthly, annual, or for the duration of a free trial). The Subscription Term renews in accordance with the renewal terms displayed in the Marketplace UI unless either party terminates as set out below.
Fees for paid listings are as displayed in the Marketplace UI at the time of subscription (the "Fees"). Fees are billed and collected by Snowflake under Snowflake's billing arrangements with the Consumer. Motionworks does not separately invoice Consumers for self-serve Marketplace subscriptions. Free-trial and by-request listings are offered at no Fee for the period described in the listing.
At the end of a free trial period, the Consumer's access to the Data Product automatically terminates unless the Consumer accepts paid terms through the Marketplace UI (or a separate written agreement) before the trial period ends. Motionworks will not convert a free trial to a paid subscription without the Consumer's affirmative acceptance of applicable Fees.
Any taxes associated with Fees are handled under Snowflake's billing arrangements with the Consumer. Motionworks is responsible for taxes on its own income.
Either party may terminate a subscription in accordance with the standard provider or consumer termination rights available through the Snowflake Marketplace, including non-renewal at the end of the current Subscription Term and any termination rights set out in the Snowflake Required Provisions.
Motionworks may suspend or terminate the Consumer's access to one or more Data Products if the Consumer materially breaches these Terms. Motionworks will provide written notice (which may be by email to the Consumer's Snowflake account contact) and a reasonable opportunity to cure of no less than ten (10) business days before suspending or terminating, except that Motionworks may suspend immediately, and provide notice promptly after, in the case of any of the following: (i) redistribution of the Data Product in breach of Section 3.3(a), (ii) attempted re-identification in breach of Section 3.3(d), (iii) external model training in breach of Section 3.3(e), or (iv) any breach that poses material risk to Motionworks, the integrity of the Data Product, or any third party.
Upon termination of a subscription:
Each Data Product is derived from panels, surveys, third-party licensed inputs, synthetic-population techniques, machine-learning models, and statistical adjustments. The mix of inputs varies by product and is described at mworks.com/docs and in the Methodology Disclosure.
Records in the Data Product are statistical estimates. Where confidence intervals, margins of error, sample sizes, or known limitations are disclosed in the documentation, the Consumer should rely on the Data Product consistent with those disclosures. Motionworks does not represent that any individual record is accurate as to any specific real-world event, location, or person.
Motionworks does not warrant that the Data Product is fit for any particular purpose, including any regulatory, safety-of-life, credit, employment, housing, insurance, healthcare, or law-enforcement purpose. The Consumer is responsible for determining whether the Data Product is appropriate for its intended use case and for any independent validation it requires. The use restrictions in Section 8 apply regardless of the Consumer's own assessment of fitness.
Motionworks may, in its reasonable discretion, update the methodology, schema, refresh cadence, or coverage of a Data Product. Motionworks will provide reasonable advance notice of any material change to schema or coverage that would foreseeably break Consumer downstream pipelines, through the Marketplace UI, the documentation, or direct communication.
The Data Products do not contain personally identifiable information ("PII") about any identified or readily identifiable natural person. The Data Products consist of synthetic populations, aggregated measurements, modeled estimates, and place- or geography-level statistics. Motionworks does not knowingly include in any Data Product the name, address, phone number, email address, government identifier, or device identifier of any natural person, and Motionworks uses commercially reasonable measures designed to ensure that no PII is included in the Data Products.
The Data Products are synthetic populations and aggregated statistical measurements that do not contain the "personal information," "brokered personal information," "personal data," or comparable identifying information about identified or identifiable natural persons covered by U.S. state data-broker registration regimes, including the California Delete Act (Cal. Civ. Code § 1798.99.80 et seq.), the Vermont Data Broker Law (9 V.S.A. § 2430 et seq.), the Texas Data Broker Law (Tex. Bus. and Com. Code Ch. 509), and the Oregon Data Broker Registration Law (ORS 646A.504). Motionworks does not collect, sell, license, or otherwise transfer such personal information about identified or identifiable natural persons through the Data Products and is not a "data broker" within the meaning of those regimes. Motionworks monitors amendments to these and analogous statutes and will register where required.
In connection with the operation of the Marketplace, Snowflake provides Motionworks with limited information about the Consumer's account, which may include the Snowflake Account ID, organization name, region, subscription status, and usage telemetry such as query counts and consumption metrics. Motionworks' collection and use of this information is governed by the Motionworks Privacy Policy. Motionworks does not use this information to identify or contact individual end users of the Consumer.
Each party will comply with applicable data protection and privacy laws in connection with its activities under these Terms. Because the Data Products are not PII, Motionworks does not require, and does not offer, a data processing addendum or standard contractual clauses for the Data Products themselves. The Motionworks Data Processing Addendum remains available for distribution channels that involve processing of Consumer PII; it is not applicable to self-serve Snowflake Marketplace subscriptions.
Each party will comply with all applicable laws and regulations in connection with its activities under these Terms. The Consumer is solely responsible for the Consumer's use of the Data Product and any decisions the Consumer makes based on it.
The Data Product is not a "consumer report" and Motionworks is not a "consumer reporting agency" under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. The Consumer will not use the Data Product, in whole or in part, alone or in combination with other data:
The Consumer will not use the Data Product to target advertising, attribution, or behavioral analysis to individuals based on visits to healthcare facilities, places of religious worship, schools, domestic-violence shelters, immigration-services locations, or any other sensitive location category the Consumer's applicable law treats as protected.
The restrictions in this Section 8 apply regardless of whether the underlying data is identified or de-identified. The Consumer's failure to comply with this Section 8 is a material breach of these Terms.
Motionworks represents and warrants that:
Except as expressly set out in Section 9.1, the Data Product is provided "AS IS" and "AS AVAILABLE." Motionworks disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, and any warranties arising out of course of dealing or usage of trade. Without limiting the foregoing, Motionworks does not warrant that any specific record in the Data Product is accurate, that the Data Product will be uninterrupted or error-free, or that the Data Product is suitable for any specific decision the Consumer or its clients may make.
The Consumer acknowledges that the Data Product consists of statistical estimates produced by panels, models, and synthetic methods, and that variance, error, and edge-case anomalies are inherent characteristics of such data. Motionworks' liability for the statistical character of the Data Product is limited as set out in Section 10.
To the maximum extent permitted by law, Motionworks will not be liable to the Consumer for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, anticipated savings, or data, arising out of or relating to these Terms or the Data Product, even if advised of the possibility of such damages. The Consumer's corresponding exclusions are as set out in Section 10.3.
Motionworks' aggregate liability arising out of or relating to these Terms for a given Data Product will not exceed the total Fees paid by the Consumer for that Data Product in the twelve (12) months preceding the event giving rise to the claim. For free-trial or by-request listings for which no Fees have been paid, Motionworks' aggregate liability for that Data Product will not exceed five thousand U.S. dollars (US$5,000).
The Consumer's liability under these Terms is subject to the cap in Section 10.2 and the exclusion of indirect damages in Section 10.1 only with respect to the Consumer's use of the Data Product in compliance with these Terms. The Consumer's liability is not subject to either limit with respect to:
The limitations in Sections 10.1 and 10.2 do not apply to Motionworks' indemnification obligations under Section 11.1 or to Motionworks' gross negligence, willful misconduct, or fraud.
The Consumer acknowledges that the Fees reflect the allocation of risk in these Terms, including the limitations in this Section 10, and that Motionworks would not make the Data Products available on the Marketplace without these limitations.
Motionworks will defend the Consumer, and indemnify the Consumer against damages and costs (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction or agreed in settlement, arising from a third-party claim that the Data Product, as delivered by Motionworks and used by the Consumer in accordance with these Terms, infringes a U.S. or Canadian patent, copyright, or trademark, or misappropriates a U.S. or Canadian trade secret, of that third party. This indemnity covers claims brought in any jurisdiction in which the asserted right is recognized in the U.S. or Canada.
Motionworks has no obligation under Section 11.1 to the extent a claim arises from:
If a Data Product is, or in Motionworks' reasonable opinion is likely to become, the subject of a claim under Section 11.1, Motionworks may, at its option and expense: (i) modify the Data Product to be non-infringing while preserving its material functionality, (ii) obtain a license enabling continued use, or (iii) terminate the affected subscription and refund Fees paid for the unused portion of the then-current Subscription Term. This Section 11 states Motionworks' entire liability, and the Consumer's exclusive remedy, for any claim of infringement or misappropriation.
The Consumer will defend Motionworks, and indemnify Motionworks against damages and costs (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction or agreed in settlement, arising from a third-party claim that:
The indemnified party will: (i) promptly notify the indemnifying party of the claim, (ii) give the indemnifying party sole control of the defense and settlement (provided that no settlement that imposes liability or admission on the indemnified party may be made without the indemnified party's consent, not to be unreasonably withheld), and (iii) provide reasonable cooperation at the indemnifying party's expense.
"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Motionworks' methodologies, model parameters, panel composition, sampling weights, internal documentation, and any roadmap, pricing, or commercial information shared outside the Marketplace UI are Confidential Information of Motionworks. The Consumer's account-level identifiers, query patterns, and usage telemetry, to the extent observable by Motionworks, are Confidential Information of the Consumer.
The receiving party will: (a) use Confidential Information of the disclosing party only to exercise its rights and perform its obligations under these Terms; (b) protect Confidential Information using at least the same care it uses to protect its own information of similar sensitivity, and no less than a reasonable standard of care; and (c) disclose Confidential Information only to its employees, contractors, and advisors who have a need to know and who are bound by obligations of confidentiality at least as protective as these Terms.
Confidential Information does not include information that the receiving party can show: (i) was lawfully in its possession before disclosure, (ii) is or becomes publicly available through no breach by the receiving party, (iii) is lawfully received from a third party without restriction, or (iv) is independently developed without use of or reference to the disclosing party's Confidential Information.
The receiving party may disclose Confidential Information if required by law or legal process, provided that, where legally permitted, it gives the disclosing party prompt notice and reasonable cooperation to seek a protective order or other appropriate remedy.
The Consumer acknowledges that the methodologies, models, panel composition, sampling weights, and proprietary inputs Motionworks uses to produce the Data Product (collectively, the "Methodology") constitute trade secrets of Motionworks, that Motionworks has dedicated substantial resources to develop and maintain the Methodology, and that the Methodology has independent economic value from not being generally known. The high-level Methodology Disclosure is intended to inform reliance on the Data Product and does not waive trade-secret protection in any non-public detail. Any attempt to reverse-engineer the Methodology from the Data Product is both a breach of Section 3.3(b) and a misappropriation of Confidential Information. If the Consumer contests Motionworks' ownership of, or trade-secret rights in, the Methodology in any judicial or administrative proceeding, Motionworks may terminate the affected subscriptions on written notice without obligation to refund Fees and without an opportunity to cure.
The Data Product is subject to U.S. export control laws and regulations, including the Export Administration Regulations administered by the U.S. Department of Commerce. The Consumer will not, directly or indirectly, export, re-export, transfer, or release the Data Product, or make the Data Product accessible, to any country, person, or end use prohibited by U.S. export control laws or by the export control laws of any other jurisdiction applicable to the Consumer.
The Consumer represents that neither the Consumer, its parent, nor any controlled affiliate is a person, entity, or government with whom U.S. persons are prohibited from doing business under U.S. economic sanctions administered by the U.S. Department of the Treasury Office of Foreign Assets Control, the U.S. Department of State, or any successor agency. The Consumer will not use the Data Product on behalf of any such person or for any prohibited end use.
The Consumer will provide Motionworks with reasonable cooperation in connection with any inquiry by a regulatory authority concerning the export or sanctions status of the Consumer's use of the Data Product.
The Data Product is a "commercial item" as defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as those terms are used at 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. Consistent with 48 C.F.R. § 12.212, 48 C.F.R. § 227.7202-1 through 227.7202-4, and any other applicable law or regulation, the Data Product is provided to U.S. government end users (including federal civilian agencies, the Department of Defense, and any prime contractor or subcontractor of either) as a commercial item, and with only those rights as are granted to all other end users pursuant to these Terms. Any use, modification, reproduction, release, performance, display, or disclosure of the Data Product by the U.S. government will be governed solely by the terms of these Terms and is prohibited except to the extent expressly permitted hereunder.
Motionworks may identify the Consumer as a customer of the affected Motionworks Product by name and logo on Motionworks' website, in customer-list slides, and in similar customer-reference contexts. Motionworks will not attribute quotes, endorsements, or testimonials to the Consumer without the Consumer's prior written consent.
The Consumer may opt out of the customer-reference right in Section 15.1 by written notice to legal@mworks.com, after which Motionworks will remove the Consumer's name and logo from future customer-reference materials within a commercially reasonable period and will use reasonable efforts to remove them from existing materials at the next scheduled refresh.
The Consumer may use the "Motionworks AI" name and the names of the Motionworks Products for attribution purposes consistent with Section 4.3(b) and for factual statements that the Consumer is a customer. The Consumer will not use Motionworks logos or trademarks in any other manner without Motionworks' prior written consent.
The Consumer may, but is not required to, provide Motionworks with comments, suggestions, corrections (including corrections to specific records in the Data Product), or other feedback regarding the Data Product, its accuracy, or the Methodology ("Feedback"). The Consumer grants Motionworks a perpetual, irrevocable, royalty-free, worldwide, sublicensable license to use, modify, reproduce, and incorporate Feedback into the Data Product and Motionworks' other products and services, without obligation to the Consumer. Motionworks will not identify the Consumer as the source of Feedback in publicly available documentation without the Consumer's consent.
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The parties consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware for any dispute not subject to arbitration under Section 17.3.
In connection with any equitable relief sought under Section 17.3(d), neither party is required to post bond or to prove that monetary damages are an inadequate remedy.
Motionworks may update these Terms from time to time. The current version will be posted at mworks.com/legal/marketplace/ with the effective date shown at the top.
For material changes that adversely affect the Consumer's rights or obligations, Motionworks will provide reasonable advance notice, which may be by posting the updated Terms with a new effective date at mworks.com/legal/marketplace/, by notice through the Marketplace UI, or by direct communication to the contact on file for the Consumer's Snowflake account. Material changes will take effect no sooner than thirty (30) days after notice unless required earlier by law or to address a security or compliance issue.
The Consumer's continued use of a Data Product after the effective date of an update constitutes acceptance of the updated Terms with respect to that Data Product. If the Consumer does not accept an update, the Consumer's sole remedy is to terminate the affected subscription through the Marketplace UI before the effective date.
Motionworks will maintain prior versions of these Terms, with their effective dates, at mworks.com/legal/marketplace/archive/ so that the Consumer can identify which version applied at any given time.
Neither party will be liable for any failure or delay in performance under these Terms (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labor disputes, internet or telecommunications outages, pandemics, and third-party infrastructure failures (including failures of the Snowflake platform). The affected party will use reasonable efforts to resume performance promptly.
Neither party may assign or transfer these Terms, in whole or in part, without the other party's prior written consent, except that either party may assign these Terms without consent to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided the successor agrees in writing to be bound by these Terms. Any attempted assignment in violation of this Section is void.
If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.
No failure or delay by either party in exercising any right under these Terms is a waiver of that right or any other. No waiver is effective unless in writing and signed by the party granting it.
These Terms do not create any rights in or obligations to any third party, except that Snowflake is an intended third-party beneficiary solely with respect to provisions that expressly preserve the Snowflake Required Provisions.
These Terms, together with the Snowflake Required Provisions (to the extent applicable under Section 1.4), the Snowflake listing detail page for each subscribed listing, and the documentation referenced in Section 1.5, constitute the entire agreement between the parties with respect to the Data Products and supersede all prior agreements, proposals, and understandings, whether written or oral, with respect to the same subject matter. No additional or different terms in any Consumer purchase order, vendor portal entry, or similar document will modify these Terms.
The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.
Section headings are for convenience only and do not affect interpretation.
Acceptance of these Terms through the Marketplace UI in accordance with Section 1.3 has the same legal effect as a manual signature. The parties agree that these Terms may be accepted and performed electronically.
No rule of construction requiring interpretation against the drafter applies to these Terms.
For questions about these Terms, notices, or claims:
Motionworks AI, Inc.
Attn: Legal
3423 Piedmont Rd NE
Atlanta, GA 30305
Email: legal@mworks.com
For technical support questions about a Data Product, contact support@mworks.com or use the support contact listed on the corresponding Snowflake listing.