1. Definitions

“Agreement” means these Terms and Conditions together with any applicable Quote, Order Form, or invoice.

“Customer” or “you” means the entity or individual accepting a Quote, Order Form, or invoice, or otherwise subscribing to or using the Services.

“Customer Data” means any data, including video recordings, images, assessment results, and files, submitted by or on behalf of Customer to the Services.

“3MotionAI” or “we” or “us” means SimpleTherapy, Inc., a Delaware corporation, operating the 3MotionAI platform and related services.

“Services” means the 3MotionAI software platforms, applications, APIs (where expressly included), video-based assessment tools, motion and movement analytics technologies, and related services marketed under the 3MotionAI, RiskAI, ROSA, HealthAI, PerformAI, or SportsAI brands.

“Subscription Term” means the period during which Customer is authorized to access and use the Services, as specified in the applicable Quote or Order Form.

“Usage Limits” means any restrictions on usage set forth in the applicable Quote or Order Form, including limits on video assessments, users, locations, or API calls. Where no limits are specified, usage shall be deemed unlimited for the scope described.

2. Acceptance of Terms

By accessing or using 3MotionAI, creating an account, executing an Order Form, or clicking “I Accept” or similar button, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organization, you represent that you have authority to bind that organization to these terms.

If you do not agree to these terms, do not use the Services.

3. License Grant

Subject to payment of all applicable fees and compliance with this Agreement, 3MotionAI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for Customer’s internal business purposes during the Subscription Term, within the Usage Limits specified in the applicable Quote or Order Form.

4. API Access

API access is available only where expressly included in the applicable Quote or Order Form. Where API access is granted, Customer shall:

• use the API solely for integration with Customer’s internal systems or, where expressly permitted, Customer’s authorized products;
• comply with any rate limits, technical documentation, and usage policies provided by 3MotionAI;
• implement reasonable security measures to protect API credentials; and
• not resell, redistribute, or sublicense API access to third parties without 3MotionAI’s prior written consent.

3MotionAI reserves the right to modify API specifications with reasonable notice.

5. Trial and Pilot Periods

Where a trial or pilot period is offered, such access is provided for evaluation purposes only. During any trial or pilot:

• the Services are provided “AS IS” without warranty of any kind;
• 3MotionAI may terminate access at any time with or without cause;
• no service level commitments apply; and
• trial or pilot configurations may differ from production offerings.

Trial or pilot periods do not automatically convert to paid subscriptions unless expressly agreed in writing.

6. Acceptable Use

6.1 Permitted Uses

You may use the Services for:

• Workplace ergonomic assessments and risk analysis
• Job task analysis and work design evaluation
• Employee movement screening and functional assessments
• Injury prevention and return-to-work programs
• Generating reports for EHS teams, occupational health professionals, and management
• Integration with enterprise EHS and safety management systems

6.2 Prohibited Conduct

Customer shall not:

• copy, modify, reverse engineer, decompile, or disassemble the Services or underlying technology;
• sublicense, resell, or make the Services available to third parties except as expressly permitted;
• use the Services to develop or train competing products or services;
• attempt to gain unauthorized access to 3MotionAI’s systems or other customers’ data;
• upload content that infringes intellectual property rights or contains malicious code;
• upload videos of individuals without appropriate consent or authorization;
• use the Services for any unlawful purpose or in violation of applicable laws;
• remove or obscure any proprietary notices or branding.

7. Video Content and Employee Consent

7.1 Video Upload Requirements

When you upload videos to 3MotionAI, you represent and warrant that: (a) you have the right to upload the content; (b) you have obtained appropriate consent or authorization from individuals depicted in the video, consistent with applicable employment laws and company policies; and (c) the content complies with all applicable laws.

7.2 Workplace Video Best Practices

For workplace assessments, we recommend: informing employees about the purpose of video-based assessments; obtaining documented consent where required by law or policy; using videos solely for legitimate workplace safety and ergonomic purposes; and following your organization’s privacy and data handling policies. 3MotionAI offers face-blurring capabilities to help protect worker privacy.

7.3 Technical Requirements

For optimal analysis, videos should be recorded with adequate lighting, stable camera positioning, and clear visibility of the worker’s movements. Poor quality videos may result in incomplete or inaccurate analysis. Refer to our documentation for recording guidelines specific to each assessment type.

8. Branding and Attribution

Customer acknowledges that outputs of the Services, including reports, videos, and visualizations, may include watermarks or branding indicating “Powered by 3MotionAI” or similar attribution, which Customer shall not remove, alter, or obscure.

9. Fees, Payment, and Usage Overages

9.1 Fees

Fees are set forth in the applicable Quote, Order Form, or invoice and are due and payable within thirty (30) days from the invoice date unless otherwise stated. All fees are in US dollars unless otherwise specified.

9.2 Non-Refundable

All fees are non-refundable unless expressly stated otherwise. If Customer terminates this Agreement prior to the end of the Subscription Term for any reason other than 3MotionAI’s uncured material breach, Customer shall not be entitled to any refund of prepaid fees.

9.3 Usage Overages

If Customer exceeds any Usage Limits, 3MotionAI may invoice Customer for such overages at 3MotionAI’s then-current rates, or, at 3MotionAI’s discretion, suspend access until usage is brought within limits or additional capacity is purchased.

9.4 Suspension for Non-Payment

3MotionAI may suspend the Services for non-payment following ten (10) days’ written notice.

10. Subscription Term, Renewal, and Pricing

10.1 Term

The Subscription Term shall commence on the start date set forth in the applicable Quote or Order Form and shall continue for the period specified therein.

10.2 Auto-Renewal

Subscriptions automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

10.3 Renewal Pricing

Unless otherwise expressly stated in a Quote or Order Form, any discounted or promotional pricing applies only to the initial Subscription Term. Upon renewal, the subscription shall renew at 3MotionAI’s then-current standard list price for the applicable Services.

11. Termination

11.1 Termination for Breach

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days of receiving written notice. 3MotionAI may immediately suspend or terminate access if Customer violates Section 6 (Acceptable Use) or if required by law.

11.2 Effect of Termination

Upon termination or expiration:

• Customer’s right to access the Services ceases immediately;
• Customer shall pay all outstanding fees; and
• each party shall return or destroy Confidential Information of the other party upon request.

12. Customer Data, Privacy, and Data Processing

12.1 Ownership

Customer retains all right, title, and interest in and to Customer Data.

12.2 License to 3MotionAI

Customer grants 3MotionAI a worldwide, royalty-free license to use Customer Data solely to: (a) provide and operate the Services; (b) improve and develop the Services, including training AI and machine learning models using anonymized or aggregated data that does not identify Customer or any individual; and (c) generate analytics and insights.

12.3 Data Export and Deletion

Upon written request made within thirty (30) days following termination or expiration, Customer may request export of Customer Data in a standard format. 3MotionAI will use commercially reasonable efforts to fulfill such requests within sixty (60) days. Following the export period, 3MotionAI will delete Customer Data from active systems within a reasonable timeframe, except for anonymized or aggregated data, data retained in backups, and data required to be retained by law.

12.4 Data Processing Agreement

To the extent 3MotionAI processes personal data on behalf of Customer, 3MotionAI acts as a data processor and Customer acts as the data controller. A Data Processing Agreement (DPA) is available upon request at legal@simpletherapy.com for customers who require one under applicable data protection laws.

12.5 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy at 3motionai.com/privacy-policy.

13. Confidentiality

Each party agrees to hold in confidence any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”). Each party will use Confidential Information only for purposes of this Agreement and will not disclose it to third parties except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations. Confidential Information does not include information that is publicly available, was rightfully known prior to disclosure, is independently developed, or is rightfully obtained from a third party.

14. Intellectual Property

3MotionAI retains all right, title, and interest in and to the Services, including all software, AI models, neural networks, algorithms, methodologies, reports, outputs, analytics, improvements, and derivative works, regardless of whether developed using Customer Data. The 3MotionAI name, logo, RiskAI, ROSA, and related marks are trademarks of SimpleTherapy, Inc. Customer receives only the limited license rights expressly granted in this Agreement.

Any feedback, suggestions, or ideas provided by Customer regarding the Services may be used by 3MotionAI without restriction or compensation.

15. Marketing and Customer References

Customer grants 3MotionAI a non-exclusive, royalty-free, worldwide license to use Customer’s name, logo, and trademarks for marketing, promotional, and customer reference purposes, including on 3MotionAI’s website and sales materials. Customer may revoke this license at any time by providing written notice to 3MotionAI.

16. Disclaimers

16.1 NOT PROFESSIONAL ADVICE. THE SERVICES PROVIDE ANALYTICAL INFORMATION AND ASSESSMENTS ONLY. THE SERVICES DO NOT CONSTITUTE AND SHALL NOT BE RELIED UPON AS MEDICAL ADVICE, CLINICAL DIAGNOSIS, ERGONOMIC CERTIFICATION, SAFETY COMPLIANCE CERTIFICATION, OR OTHER PROFESSIONAL ADVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL DECISIONS MADE BASED ON INFORMATION PROVIDED BY THE SERVICES, INCLUDING WORKPLACE SAFETY DECISIONS, EMPLOYMENT DECISIONS, AND COMPLIANCE DETERMINATIONS.

16.2 AS IS. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. 3MOTIONAI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

16.3 NO GUARANTEE. 3MOTIONAI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.

17. Limitation of Liability

17.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL 3MOTIONAI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF 3MOTIONAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 3MOTIONAI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO 3MOTIONAI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17.3 THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

18. Indemnification

Customer shall indemnify, defend, and hold harmless 3MotionAI and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer’s use of the Services in violation of this Agreement; (b) Customer’s violation of applicable laws, including employment and workplace safety laws; (c) Customer Data or Customer’s collection, use, or processing of employee data; or (d) any claim that Customer’s use of the Services infringes the rights of a third party.

19. Export Compliance

Customer represents and warrants that it is not located in, under the control of, or a national or resident of any country subject to U.S. export restrictions or other applicable trade sanctions. Customer shall comply with all applicable export control laws, sanctions, and regulations, including those of the United States, United Kingdom, European Union, and any other applicable jurisdiction.

20. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, or failures of third-party telecommunications or power supply.

21. Changes to Terms

3MotionAI may modify these Terms from time to time. Material changes will be communicated to Customer via email or through the Services with at least thirty (30) days’ notice prior to the changes taking effect. Customer’s continued use of the Services after such notice period constitutes acceptance. If Customer does not agree to the modified Terms, Customer may terminate the Agreement by providing written notice before the changes take effect.

22. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the State of Delaware, and the parties consent to personal jurisdiction and venue in such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

23. General Provisions

Entire Agreement. This Agreement, together with any applicable Quote or Order Form, constitutes the entire agreement between the parties and supersedes all prior agreements. In the event of conflict between these Terms and a Quote or Order Form, the Quote or Order Form shall control.

Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect.

Waiver. The failure of either party to enforce any right or provision shall not constitute a waiver.

Assignment. Customer may not assign this Agreement without 3MotionAI’s prior written consent. 3MotionAI may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of assets.

Notices. All notices under this Agreement shall be in writing and deemed given when delivered personally, sent by email with confirmation, or sent by recognized overnight courier.

Independent Contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

24. Survival

The following Sections shall survive any termination or expiration of this Agreement: Definitions, Acceptable Use (with respect to prohibitions), Customer Data (with respect to data retention and anonymized data rights), Confidentiality, Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Export Compliance, Governing Law and Dispute Resolution, and any other provisions that by their nature should survive.

25. Contact Us

For questions about these Terms and Conditions:
3MotionAI
Operated by SimpleTherapy, Inc.
Email: support@3motionai.com
Legal inquiries: legal@simpletherapy.com
Website: 3motionai.com