Marketplace
Terms & Conditions

The Motion Marketplace (the "Platform"), is owned and operated by Motion Division Ltd ("we," "us," or "our"). These Terms and Conditions ("Terms") govern your access to and use of our website, services, and our marketplace for digital animations and related assets ("Content").

By creating an account, accessing, or using the Platform, you ("you," "User") agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Platform.

These Terms apply to all Users, including:

• "Sellers": Users who upload and sell Content.

• "Buyers": Users who purchase licenses to Content.

1. Your account

1.1. Eligibility: You must be at least 18 years old and capable of entering into a legally binding contract to use the Platform. If you are using the Platform on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

1.2. Registration: You must provide accurate, current, and complete information during the registration process. You are solely responsible for maintaining the confidentiality of your account password and for all activities that occur under your account.

1.3. Seller Onboarding: To become a Seller, you must complete the Seller onboarding process, which requires creating and connecting a valid Stripe Express account. You agree to provide all necessary information to Stripe for identity verification (KYC) and to abide by the Stripe Connected Account Agreement.

2. The role of the platform

2.1. Marketplace Facilitator: The Platform is a marketplace that allows Sellers to market and sell licenses for their Content to Buyers. We provide the platform, payment processing, tax collection and transaction facilitation.

2.2. Merchant of Record: You acknowledge and agree that Motion Division Ltd acts as the Merchant of Record for all transactions conducted through the Platform. This means we are the legal entity responsible for processing payments from Buyers and facilitating payouts to Sellers, as well as handling sales tax obligations as described in Section 7.

3. Seller obligations

3.1. Content Ownership: You represent and warrant that you are the sole and exclusive owner of all Content you upload, or you have all necessary rights, licenses, consents, and releases to grant the licenses set forth in these Terms.

3.2. Prohibited Content: You agree not to upload any Content that:

• Infringes any third party's patent, copyright, trademark, trade secret, or other intellectual property rights.

• Is fraudulent, false, misleading, or deceptive.

• Is defamatory, obscene, pornographic, or offensive.

• Promotes discrimination, bigotry, racism, hatred, or harm against any individual or group.

• Violates any applicable law or regulation.

3.3. License to Us: By uploading Content, you grant us a non-exclusive, worldwide, royalty-free, sub-licensable, and transferable license to use, reproduce, display, perform, distribute, modify (for formatting), and promote your Content in connection with operating and marketing the Platform. This license terminates when you remove your Content from the Platform.

4. Buyer obligations and content licenses

4.1. Purchasing Content: When you purchase Content, you are purchasing a license to use that Content. You are not purchasing ownership of the Content itself.

4.2. Standard License: Upon successful payment, we grant you, on behalf of the Seller, a Standard License. This license is:

• Perpetual: The license does not expire.

• Non-exclusive: Other Buyers can license the same Content.

• Worldwide: You can use the Content anywhere in the world.

• Royalty-free: You do not have to pay any future royalties for its use.

4.3. Permitted Uses: You may use the Content in unlimited personal and commercial projects, including websites, videos, advertisements, and presentations.

4.4. Prohibited Uses: You may not:

• Resell, redistribute, or sublicense the Content as a standalone file or as part of a competing service.

• Use the Content in any way that is unlawful, defamatory, or pornographic.

• Claim ownership of the Content.

• Use the Content as part of a trademark or logo.

5. Intellectual property

5.1. Platform IP: We and our licensors exclusively own all right, title, and interest in and to the Platform, including all associated software, logos, and trademarks (our "IP").

5.2. Seller IP: Sellers retain all ownership rights to their Content.

5.3. Copyright Policy (DMCA): We respect copyright law. If you believe your work has been infringed, please provide our designated copyright agent with a notice of infringement containing the required information. We reserve the right to remove any Content alleged to be infringing and to terminate the accounts of repeat infringers.

6. Payments, fees, and taxes

6.1. Pricing: Sellers set the base price (the "Pre-Tax Price") for their Content.

6.2. Sales Tax: All prices are listed exclusive of any applicable sales tax, VAT, GST, or other transactional taxes ("Sales Tax"). As the Merchant of Record, Motion Marketplace will automatically calculate, collect, and add the correct Sales Tax to the Pre-Tax Price based on the Buyer's location. We are responsible for remitting the collected Sales Tax to the appropriate tax authorities.

6.3. Standard Platform Fee: For each successful sale to a non-Motion+ member, we will retain a platform fee of twenty percent (20%) of the Pre-Tax Price. The remaining eighty percent (80%) constitutes the "Seller Revenue."

6.4. Motion+ Member Discount and Fee:

• (a) Discount: If a Buyer provides valid proof of a "Motion+" membership, they will receive a ten percent (10%) discount on the Pre-Tax Price. Sales Tax will be calculated on this new, discounted price.

• (b) Adjusted Fee: In the event of a sale to a Motion+ member, the platform fee will be adjusted to ten percent (10%) of the discounted Pre-Tax Price. The "Seller Revenue" will be ninety percent (90%) of the discounted Pre-Tax Price.

6.5. Marketplace-wide discounts:

• (a) Promotions: We may, at our discretion, offer platform-wide sales or promotions ("Promotions").

• (b) Seller opt-in: Sellers will be provided with the option to participate in such Promotions through their Seller dashboard. Participation is optional.

• (c) Discount application: By opting-in, Sellers agree that we may apply a promotional discount (of a percentage set by us) to the Pre-Tax Price of their participating Content.

• (d) Revenue calculation: For any sale during a Promotion, all platform fees (Section 6.3) and Seller Revenue (Section 6.4) will be calculated based on the new, discounted Pre-Tax Price.

• (e) Combined discounts: If a Buyer is eligible for both a Motion+ discount and a Promotion, the discounts may be combined or applied sequentially. The final discounted Pre-Tax Price will be used as the basis for calculating all fees, taxes, and Seller Revenue.

6.6. Payouts:

• Sellers must have a valid and active Stripe Express account in good standing to receive payouts.

• Seller Revenue will be paid out to the Seller's connected Stripe account according to Stripe's payout schedule and terms.

• We reserve the right to hold or delay payouts in cases of suspected fraud, violation of these Terms, or to cover potential chargebacks.

7. Termination

7.1. Termination by You: You may terminate your account at any time by contacting us or through your account settings.

7.2. Termination by Us: We may suspend or terminate your account and access to the Platform at our sole discretion, without notice, for any reason, including but not limited to:

• A breach of these Terms.

• A request by law enforcement or other government agencies.

• Suspected fraudulent, harassing, or abusive activity.

8. Disclaimers and limitation of liability

8.1. Disclaimer of Warranties: THE PLATFORM AND ALL CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT.

8.2. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MOTION DIVISION LTD NOR ITS DIRECTORS, EMPLOYEES, OR AGENTS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR USE OF THE PLATFORM; (B) ANY CONTENT PURCHASED FROM THE PLATFORM; OR (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SYSTEMS.

9. Indemnification

You agree to defend, indemnify, and hold harmless Motion Division Ltd and its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Platform; (ii) your violation of any term of these Terms; or (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right.

10. Governing law and dispute resolution

10.1. Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law provisions.

10.2. Dispute Resolution: Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, shall be subject to the exclusive jurisdiction of the competent courts in Amsterdam, the Netherlands.

11. General terms

11.1. Changes to Terms: We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect.

11.2. Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision will be struck, and the remaining provisions will be enforced.

11.3. Contact: If you have any questions about these Terms, please contact us at matt@motion.dev.