API Terms of Service

Effective Date: May 2, 2026 Last Updated: May 2026

These API Terms of Service ("Terms") govern your access to and use of the Motionworks AI application programming interfaces, associated documentation, and related services. By accessing or using the API, you agree to be bound by these Terms.

1. Definitions

For purposes of these Terms, the following definitions apply:

"API" means the Motionworks AI application programming interfaces, including all endpoints, SDKs, libraries, and associated tooling made available by Motionworks.
"Services" means the measurement data, analytics capabilities, and related functionality accessible through the API.
"Customer" means the entity or individual that has registered for an account and agreed to these Terms.
"Authorized Users" means employees, contractors, or agents of Customer who are permitted to access the API under Customer's account, subject to the usage limits of Customer's subscription tier.
"Agent Access" means access to the API by automated software agents, AI assistants, or machine-to-machine integrations operating on behalf of Customer, including but not limited to MCP (Model Context Protocol) integrations and similar orchestration frameworks.
"Credits" means the unit of consumption used to measure and bill API usage. Each API call consumes one or more Credits depending on the endpoint, data volume, and computational complexity of the request.

2. Acceptance of Terms

By creating an account, generating an API key, or making any API call, you represent that you have the authority to bind the entity on whose behalf you are acting and that you accept these Terms in full. If you do not agree to these Terms, you must not access or use the API.

Motionworks reserves the right to update these Terms at any time. Material changes will be communicated via email to the address associated with your account at least thirty (30) days prior to the effective date of such changes. Continued use of the API after the effective date constitutes acceptance of the revised Terms.

3. Account Registration

To access the API, you must register for a Motionworks AI account and provide accurate, current, and complete information. You are responsible for:

Maintaining the confidentiality of your API keys and account credentials.
All activity that occurs under your account, whether or not authorized by you.
Notifying Motionworks immediately of any unauthorized use of your account or API keys.
Ensuring that all Authorized Users comply with these Terms.

Motionworks reserves the right to suspend or terminate accounts that contain inaccurate information or that are used in violation of these Terms.

4. API Access and License Grant

Subject to your compliance with these Terms and payment of all applicable fees, Motionworks grants you a limited, non-exclusive, non-transferable, revocable license to access and use the API solely for your internal business purposes and in accordance with the documentation provided.

This license does not include the right to sublicense, distribute, or make the API available to any third party except as expressly permitted under the Agent Access provisions of Section 5.

5. Agent and Automated Access

Motionworks permits Agent Access to the API subject to the following conditions:

All automated agents, AI assistants, and MCP integrations must identify themselves as automated systems in request headers using the designated User-Agent format specified in the API documentation.
Agent Access consumes Credits from Customer's account at the same rate as direct API calls.
Customer is responsible for all actions taken by agents operating under Customer's API keys, including compliance with rate limits and acceptable use policies.
Agents must not attempt to circumvent rate limits, authentication controls, or other technical safeguards.
Motionworks reserves the right to throttle or block Agent Access that degrades service quality for other customers.

6. Usage Limits and Rate Limiting

API access is subject to rate limits that vary by subscription tier. Current rate limits are published in the API documentation and may be updated from time to time.

Requests exceeding the applicable rate limit will receive an HTTP 429 response.
Sustained patterns of rate limit violations may result in temporary or permanent suspension of API access.
Customer may request increased rate limits by contacting Motionworks sales. Increased limits may be subject to additional fees.
Motionworks reserves the right to impose additional limits on specific endpoints to ensure platform stability.

7. Credit-Based Billing

API usage is metered and billed on a credit-based system:

Credit Consumption. Each API call consumes Credits based on the endpoint invoked, the volume of data returned, and the computational resources required. Credit costs per endpoint are published in the API documentation.
Monthly Allocation. Each subscription tier includes a monthly allocation of Credits. Unused Credits do not roll over to the following month unless otherwise specified in a written agreement.
Overage Rates. Usage exceeding the monthly Credit allocation will be billed at the overage rate specified for your subscription tier. Overage charges are calculated and invoiced monthly in arrears.
Credit Monitoring. Customer may monitor Credit usage in real time through the developer dashboard. Motionworks will provide automated notifications at 75% and 90% of monthly allocation consumption.

8. Payment Terms

Billing Cycle. Subscription fees are billed monthly in advance. Overage charges are billed monthly in arrears.
Payment Due. All invoices are due net thirty (30) days from the date of invoice.
Auto-Renewal. Subscriptions automatically renew at the end of each billing period unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
Late Payments. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Motionworks reserves the right to suspend API access for accounts with invoices overdue by more than fifteen (15) days.
Taxes. All fees are exclusive of taxes. Customer is responsible for all applicable sales, use, VAT, or similar taxes, excluding taxes based on Motionworks' net income.

9. Data Rights and Ownership

Motionworks Data. Motionworks retains all right, title, and interest in and to the measurement data, audience metrics, exposure models, and all underlying datasets made available through the API ("Measurement Data"). Nothing in these Terms transfers ownership of Measurement Data to Customer.
Customer Data. Customer retains all right, title, and interest in and to the query parameters, configurations, and inputs submitted to the API ("Customer Inputs").
Query Results. Customer owns the specific query results and derivative analyses generated through Customer's use of the API ("Outputs"), subject to the restrictions in Section 11. Outputs may be used for Customer's internal business purposes and incorporated into Customer's products and reports.
Aggregated Usage Data. Motionworks may collect and use aggregated, de-identified usage data to improve the Services. Such data will not identify Customer or any individual.

10. Acceptable Use Policy

The full Acceptable Use Policy is published as a standalone document and is incorporated into these Terms by reference. The provisions below are summary; the AUP is controlling. You agree not to use the API to:

Violate any applicable law, regulation, or third-party right.
Transmit malicious code, viruses, or any content designed to disrupt the Services.
Attempt to gain unauthorized access to Motionworks systems, other customer accounts, or any connected networks.
Engage in activity that imposes an unreasonable or disproportionate load on Motionworks infrastructure.
Use the API for surveillance, tracking of identified individuals, or any purpose that violates applicable privacy laws.
Misrepresent or obscure the origin of API requests.
Use the API to generate misleading, fabricated, or fraudulent measurement data or analytics.

11. Restrictions

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

No Resale of Raw Data. Resell, redistribute, sublicense, or make available raw Measurement Data obtained through the API to any third party. Customer may share Outputs in derivative form (e.g., reports, visualizations, aggregated insights) but not the underlying raw data.
No Reverse Engineering. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data models, or methodologies underlying the API or Services.
No Competing Service. Use the API, Measurement Data, or any Outputs to build, train, or operate a competing out-of-home measurement service, audience measurement product, or exposure modeling system.
No Scraping or Harvesting. Use automated means to systematically download, store, or cache Measurement Data beyond what is necessary for Customer's authorized use case.
No Benchmarking Disclosure. Publish or disclose API performance benchmarks without Motionworks' prior written consent.

12. Intellectual Property

Motionworks retains all right, title, and interest in and to the API, Services, Measurement Data, documentation, trademarks, and all associated intellectual property rights. These Terms do not grant Customer any rights to Motionworks' trademarks, service marks, or trade names.

Customer grants Motionworks a limited, non-exclusive license to use Customer's name and logo for the sole purpose of identifying Customer as a Motionworks API user, subject to Customer's reasonable brand usage guidelines. Customer may revoke this license at any time by providing written notice.

13. Confidentiality

Definition. "Confidential Information" means any non-public information disclosed by either party to the other in connection with these Terms, including but not limited to API keys, technical specifications, business plans, pricing, and customer lists.
Obligations. Each party agrees to: (i) protect the other party's Confidential Information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely for purposes of exercising rights or performing obligations under these Terms; and (iii) not disclose Confidential Information to any third party without prior written consent.
Exceptions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is independently developed without reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt notice to the disclosing party.

14. Warranties and Disclaimers

Motionworks Warranties. Motionworks warrants that: (i) the API will perform materially in accordance with the published documentation; and (ii) Motionworks will provide the Services using commercially reasonable skill and care.
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE API AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." MOTIONWORKS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MOTIONWORKS DOES NOT WARRANT THAT THE API WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
Measurement Data. Measurement Data represents modeled estimates derived from aggregated data sources. Motionworks does not guarantee the absolute accuracy of any specific measurement or metric and disclaims liability for business decisions made in reliance on such data.

15. Limitation of Liability

Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOTIONWORKS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO MOTIONWORKS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Exclusions. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Exceptions. The limitations in this Section 15 do not apply to: (i) breach of Section 11 (Restrictions); (ii) breach of Section 13 (Confidentiality); (iii) Customer's indemnification obligations under Section 16; or (iv) either party's willful misconduct or fraud.

16. Indemnification

By Customer. Customer shall indemnify, defend, and hold harmless Motionworks and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) Customer's use of the API in violation of these Terms; (ii) Customer's breach of applicable law; or (iii) any third-party claim related to Customer's products or services that incorporate Outputs.
By Motionworks. Motionworks shall indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that Customer's authorized use of the API infringes such third party's intellectual property rights, provided that Motionworks shall have no obligation under this section to the extent the claim arises from: (i) Customer's modification of the API; (ii) Customer's combination of the API with non-Motionworks products; or (iii) Customer's use of the API in violation of these Terms.

17. Term and Termination

Term. These Terms are effective as of the date you first access the API and continue until terminated in accordance with this Section.
Termination for Convenience. Either party may terminate these Terms for any reason by providing thirty (30) days' written notice to the other party.
Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party: (i) materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice; or (ii) becomes insolvent, files for bankruptcy, or ceases operations.
Suspension. Motionworks may immediately suspend API access if it reasonably believes Customer's use poses a security risk, may harm other customers, or violates the Acceptable Use Policy. Motionworks will provide notice of suspension as soon as reasonably practicable.

18. Effect of Termination

Data Export. Upon termination, Customer will have a thirty (30) day window to export any Outputs and Customer Inputs stored within the Motionworks platform. After this period, Motionworks will delete all Customer-specific data in accordance with its data retention policies.
Cessation of Access. Upon the effective date of termination, Customer's API keys will be revoked and all access to the API will cease.
Outstanding Payments. Termination does not relieve Customer of the obligation to pay all fees accrued prior to the effective date of termination, including any overage charges.
Survival. Sections 1 (Definitions), 9 (Data Rights), 11 (Restrictions), 12 (Intellectual Property), 13 (Confidentiality), 14 (Warranties and Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 18 (Effect of Termination), 19 (Governing Law), and 20 (General Provisions) shall survive termination.

19. Governing Law

Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
Dispute Resolution. Any dispute arising out of or relating to these Terms shall be resolved exclusively in the state or federal courts located in Wilmington, Delaware, and each party consents to the personal jurisdiction of such courts.
Equitable Relief. Nothing in this Section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

20. General Provisions

Amendments. Motionworks may amend these Terms by posting updated Terms on its website and providing notice as described in Section 2. No amendment by Customer shall be effective unless agreed to in writing by an authorized representative of Motionworks.
Notices. All notices under these Terms shall be in writing and delivered by email to the addresses associated with each party's account. Notices to Motionworks shall be sent to legal@mworks.com. Notices are deemed received on the next business day after sending.
Assignment. Customer may not assign or transfer these Terms or any rights hereunder without Motionworks' prior written consent. Motionworks may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.
Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.
Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemic, or internet service provider failures.
Entire Agreement. These Terms, together with any applicable Order Form, Service Level Agreement, and Data Processing Agreement, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, representations, and understandings.