Master Services Agreement (MSA)

The MotionInfo Master Services Agreement specifies the obligations for hosting MotionInfo equipment and being included in the network. Subscriptions, data requests, and ongoing services are covered in Schedules attached to the MSA based on what services the client requests. This Master agreement is a part of all additional schedule agreements

MotionInfo and Host agree to the following:

1. Parties

This Master Services Agreement (“Agreement”) is entered into by and between MotionInfo, Inc., a Massachusetts corporation with its principal place of business at 11 Snow Shore Road, Orleans, Massachusetts (“MotionInfo”), and the individual or organization identified in the applicable Service Schedule (“Customer”).

This Agreement establishes the general legal terms governing all products and services provided by MotionInfo. Specific services, pricing, equipment, subscription levels, and implementation details are defined in one or more attached Service Schedules, Statements of Work, or online order forms.

2. Scope

This Agreement governs all MotionInfo products and services, including but not limited to:

  • Hosted monitoring equipment
  • Software subscriptions
  • Web dashboards
  • Data services
  • Reporting
  • Messaging services
  • API access
  • Professional services
  • Future MotionInfo products unless otherwise stated

3. Service Schedules

Each service provided by MotionInfo shall be described in an attached Service Schedule.

Examples include:

Schedule A – Aviation Hosting

Schedule B – StationKeeper Hosting

Schedule C – Software Subscription

Schedule D – Managed Monitoring Services

Schedule E – API & Data Licensing

If a conflict exists between this Agreement and a Service Schedule, the Service Schedule controls for that specific service.

4. Ownership

Unless expressly stated otherwise:

  • MotionInfo retains ownership of all software, hardware, firmware, documentation, dashboards, reports, algorithms, trademarks, and intellectual property.
  • MotionInfo retains ownership of all hosted equipment.
  • Customer retains ownership of its own facilities, infrastructure, and information supplied to MotionInfo.
  • Customer receives only the limited rights expressly granted by the applicable Service Schedule.

5. Data Ownership

MotionInfo collects, processes, and maintains operational data through its national monitoring network.

Unless otherwise agreed in writing:

  • MotionInfo owns all network data, derived analytics, and aggregated information.
  • Customer receives only the data access described in its Service Schedule.
  • MotionInfo may use anonymized and aggregated information for operational, regulatory, research, product development, and commercial purposes.

6. License

MotionInfo grants Customer a limited, non-exclusive, non-transferable license to use MotionInfo software solely for Customer’s internal business purposes during the active service term.

Customer shall not:

  • Reverse engineer the software
  • Copy or redistribute software
  • Resell services without written approval
  • Share login credentials
  • Attempt unauthorized access to MotionInfo systems

7. Availability

MotionInfo uses commercially reasonable efforts to maintain service availability.

Services depend upon factors outside MotionInfo’s control, including:

  • Internet connectivity
  • Cellular networks
  • Satellite services
  • GPS availability
  • AIS transmissions
  • ADS-B transmissions
  • Third-party infrastructure
  • Customer-provided power
  • Customer-provided internet
  • Weather
  • Regulatory restrictions

MotionInfo does not guarantee uninterrupted operation.

8. Support

Support levels are defined within the applicable Service Schedule.

Unless otherwise stated:

  • Remote support is included.
  • Software updates are included.
  • Emergency response times are not guaranteed.

9. Fees

Fees, billing schedules, renewals, and payment terms are described within the applicable Service Schedule or Order Form.

Late payments may result in suspension of services.

10. Confidentiality

Each party agrees to protect confidential information received from the other party and to use such information only for purposes of performing this Agreement.

11. Publicity

MotionInfo may identify Customer as a customer, host, or participant in its network unless Customer requests otherwise in writing.

Neither party may use the other’s trademarks outside normal identification without written permission.

12. Warranty Disclaimer

Except as expressly stated, all MotionInfo services are provided “AS IS.”

MotionInfo disclaims all implied warranties, including merchantability and fitness for a particular purpose.

13. Limitation of Liability

MotionInfo shall not be liable for:

  • Business interruption
  • Lost profits
  • Lost revenue
  • Lost data
  • Consequential damages
  • Decisions made using MotionInfo data or alerts

MotionInfo’s total liability shall not exceed the fees paid by Customer during the preceding twelve months for the applicable service.

14. Indemnification

Each party shall remain responsible for its own negligence and misconduct.

MotionInfo assumes responsibility for its equipment except where damage results from intentional misuse, unauthorized modification, theft, or gross negligence by Customer.

15. Term and Termination

This Agreement remains in effect while any MotionInfo Service Schedule remains active.

Either party may terminate an individual Service Schedule according to its terms.

Termination of one schedule does not automatically terminate others.

16. Governing Law

This Agreement shall be governed by the laws of the Commonwealth of Massachusetts.

Any disputes shall be resolved in Barnstable County, Massachusetts unless otherwise agreed.

17. Entire Agreement

This Master Services Agreement, together with its Service Schedules, Statements of Work, Order Forms, and referenced policies, constitutes the complete agreement between the parties.