Motion Ag AI, Inc.
Last Updated: April 1, 2026
Unless defined elsewhere in these Terms, capitalized terms used in these Terms will have the meanings ascribed to them below:
means the Quote, these Terms, and any other addenda, exhibits, schedules, or other attachments attached to the Quote or these Terms, and incorporated by reference.
means all information that Motion Ag AI, Inc., discloses to Customer, including, without limitation, any of the following and any information resulting from or directly related to any of the following: (i) patents, patent applications, trade secrets, proprietary information, ideas, samples, techniques, sketches, designs, drawings, works of authorship, models, inventions, know-how; programs, systems, formulae, patterns, devices and processes; (ii) proprietary software, program flowcharts, file layouts, source code, diagnostic testing methodologies, processes, techniques, technical “know-how,” inventions, and other information related thereto; (iii) business models, practices, plans, marketing and sales plans, customer and supplier lists, pricing information, forecasts, new product plans, research and product development efforts and relationships; (iv) financial information; (v) the methods, materials, specifications, techniques, and processes that Motion Ag AI, Inc., uses in the development and performance of its services and in the development and manufacture of its products; (vi) any other information, products, technology, methodologies, samples, or material and other proprietary information related to the current, future and proposed products or services of Motion Ag AI, Inc.; and (vii) any information that is subject to a duty on the part of Motion Ag AI, Inc., to maintain in confidence or to use only for specific limited purposes.
means any work that Motion Ag AI, Inc., creates or has created in connection with the Products, Software, or services, including without limitation, all registered and unregistered trademarks, copyrights, patents, plans, designs, specifications, models, drawings, processes, object code, source code, programs, data, and written materials, together with all derivative works, improvements, and modifications related to or arising therefrom, provided by Motion Ag AI, Inc., pursuant to or during the term of this Agreement.
means Motion Ag AI, Inc., the customer or account as identified in the Quote.
means any items sold by Motion Ag AI, Inc., pursuant to this Agreement, including without limitation, its vertical farm systems, and items for use with its vertical farm systems, including but not limited to hardware, racks, electrical systems, LED lights, nutrient and irrigation systems, remote power systems, nutrients and other accessories.
refers to the quote to which these Terms are attached.
means directors, officers, managers, employees, subcontractors, agents, consultants, advisors, and other authorized representatives.
means the period beginning on the effective date of this Agreement and ending five (5) years after the termination of this Agreement. Notwithstanding the foregoing, the Restricted Period for any trade secret will continue in perpetuity for so long as such information constitutes a trade secret.
means Motion Ag AI, Inc., an Oregon corporation.
means one or more computer programs, whether stand-alone or bundled with other products and related documentation, licensed by Motion Ag AI, Inc., for use with its systems, including but not limited to the proprietary digital controls and data systems, provided by Motion Ag AI, Inc.
means these terms and conditions are attached to the Quote as Exhibit 1.
This Agreement contains: (a) a description and specifications of the Products, Software, and Creative Work to be sold or licensed by Motion Ag AI, Inc., to Customer; (b) the purchase price for the Products, and Software and Creative Work licenses; (c) the quantity of the Products, Software, and Creative Work to be sold or licensed by Motion Ag AI, Inc., to Customer; and (d) the estimated delivery date. Subject to the terms of this Agreement, Customer shall purchase the Products, Software and Creative Work licenses from Motion Ag AI, Inc., and Motion Ag AI, Inc., shall sell the Products and license the Software and Creative Work to Customer at the prices and in the quantities outlined in this Agreement.
(a) Quote. The customer will deliver the executed Quote to Motion Ag AI, Inc., at [email protected]
(b) Availability. The Quote and Motion Ag AI, Inc.’s obligations under this Agreement are subject to the availability of Products, Software, and Creative Work. Motion Ag AI, Inc., reserves the sole and absolute right to make adjustments to pricing, shipping dates, Products, Software, and Creative Work for any reason, including, but not limited to, changes in market conditions, Product or Software or Creative Work discontinuation, Product or Software or Creative Work unavailability, manufacturer price changes, and supplier price changes. Motion Ag AI, Inc., will provide Customer with written notice of any such changes, which changes will be binding on Customer.
(c) Estimated Shipping Date. All shipping dates and completion dates in this Agreement are estimates. Motion Ag AI, Inc., will use commercially reasonable means to perform within the time frame(s) in this Agreement, but will be under no legal or contractual duty to perform within any specific time frame(s).
(d) Order of Precedence. This Agreement exclusively governs and controls each party’s rights and obligations regarding the manufacture, purchase, and sale of the Products, and the licensure of the Software and Creative Work. The parties intend for these Terms and the remainder of the Agreement to be consistent. Any term or condition contained elsewhere in this Agreement that conflicts with these Terms is superseded by these Terms. Any attempt by Customer or any third-party to modify, supersede, supplement, or otherwise alter these Terms without Motion Ag AI, Inc.’s separate written agreement is and will be deemed rejected by Motion Ag AI, Inc., and is not, and will not be, binding.
Notwithstanding any other provision of this Agreement, on Customer’s delivery of this Agreement to Motion Ag AI, Inc., fully executed (by both parties), Customer shall pay any initial payment required by the Quote as a condition of this Agreement becoming binding on Motion Ag AI, Inc. Customer shall pay Motion Ag AI, Inc., the total cost of all Products, Software, and Creative Work pursuant to the payment schedule outlined in the Quote before shipment. Customer’s failure to timely make any such payment will or may result in a delay in shipping.
(a) Payment Methods. All payments must be made by check or electronic funds transfer.
(b) Shipping and Taxes. Unless otherwise agreed to by the parties in writing, Customer is and will be solely responsible for all costs and expenses for or relating to packing, crating, boxing, transporting, loading and unloading, customs, taxes, tariffs and duties, insurance and any other similar financial contributions or obligations relating to the production, manufacture, sale, licensing, or delivery of the Products, Software, and Creative Work.
(c) Late Payments. Customer agrees to pay interest on all past-due amounts at a rate of 1.5% per month, or the highest rate allowed by law, whichever is less.
Customer grants Motion Ag AI, Inc., a purchase money security interest in all Products sold to Customer, and authorizes the filing of a UCC-1 financing statement or similar lien filing by Motion Ag AI, Inc. Such security interest with respect to a Product will continue until full and final payment for that Product is received and acknowledged by Motion Ag AI, Inc. Customer shall perform all acts and execute all documents necessary to perfect Motion Ag AI, Inc.’s security interests.
If Customer fails to pay when due any amount Customer owes to Motion Ag AI, Inc., Motion Ag AI, Inc., may, in addition to any other remedies available to Motion Ag AI, Inc., on not less than ten (10) days’ advance written notice and failure to cure by Customer, terminate this Agreement on written notice to Customer.
Customer may cancel any order under this Agreement by written notice to Motion Ag AI, Inc., that is received by Motion Ag AI, Inc., at any time before two weeks before the scheduled shipment date, but only if Customer pays Motion Ag AI, Inc., a restocking fee equal to, as applicable: (i) 25% of the total order price for any order cancelled within fourteen (14) days of Motion Ag AI, Inc.’s receipt of this Agreement executed by Customer; or (ii) 50% of the total order price for any cancellation received more than (14) days after Motion Ag AI, Inc.’s receipt of this Agreement executed by Customer.
Delivery of Products and Software to the Customer will be FOB Origin, Freight Collect. Unless otherwise expressly agreed to by the parties in writing, Motion Ag AI, Inc., (i) may make partial shipments of Products, Creative Work, or Software to Customer; and (ii) will determine the best method for shipment of the Products, Creative Work, or Software. Customer shall be responsible for confirming that the delivery address is accurate and informing Motion Ag AI, Inc. whether the address is a business or a residence. Customer shall be responsible for all additional charges related to incorrect or inaccurate shipping information.
Title to Products shipped under this Agreement passes to Customer on delivery of the Products to the shipping agent. Title will transfer to Customer even if Motion Ag AI, Inc., has not been paid for such Products. Transfer of title to Customer will: (i) not relieve Customer of Customer’s obligation to pay for Products in accordance with the terms of this Agreement; and (ii) be subject to Motion Ag AI, Inc.’s security interest pursuant to Section 2.4 above.
Customer shall inspect the packaging and the Products immediately on delivery and report any damage to Motion Ag AI, Inc., within forty-eight (48) hours of delivery. Customer will have a period of seven (7) days following delivery of Products to Customer (“Inspection Period”) in which to inspect such Products and inform Motion Ag AI, Inc., in writing of Customer’s rejection of any nonconforming Products. With respect to any such nonconforming Products, Motion Ag AI, Inc., may either: (1) replace nonconforming Products with conforming Products; (2) modify nonconforming Products to correct the nonconformity; or (3) refund the amounts paid by Customer for the nonconforming Products, in which event Motion Ag AI, Inc., may, at its election on written notice to Customer, elect to terminate this Agreement effective immediately on the delivery of such notice. On Motion Ag AI, Inc.’s written request, Customer shall return nonconforming Products to Motion Ag AI, Inc. All returns of nonconforming Products to Motion Ag AI, Inc. are at Customer’s sole risk and expense. Products that are not rejected within the Inspection Period will be deemed irrevocably accepted by Customer.
In addition to any other duties outlined in this Agreement, Customer shall cooperate with Motion Ag AI, Inc., in the performance of Motion Ag AI, Inc.’s duties by: (i) providing timely responses to Motion Ag AI, Inc., inquiries and requests for information, approvals, and authorizations; (ii) informing Motion Ag AI, Inc., of any changes to building layouts, floor plans, designs or drawings; (iii) providing access to any information, site, or materials requested by Motion Ag AI, Inc., which are necessary or valuable to Motion Ag AI, Inc., in completing its duties under this Agreement, including, but not limited to, physical access to Customer’s facilities and floor plans; and (iv) providing all required consents necessary for Motion Ag AI, Inc., to perform its obligations.
Customer shall obtain and maintain all of the licenses, permits, registrations, and other governmental authorizations required to conduct Customer’s business.
Customer acknowledges and agrees that Motion Ag AI, Inc.’s performance under this Agreement is contingent on Customer promptly fulfilling its duties under Section 4.1 above, the information supplied by Customer being accurate and complete, and Customer’s, including Customer’s Representatives’, full cooperation with Motion Ag AI, Inc.
Customer is solely responsible for the installation site(s), provision of all utilities and similar services, and for meeting any regulatory, structural, or any other legal requirements. Unless otherwise explicitly agreed to by the parties in a separate written agreement, Customer shall obtain any permits, approvals, licenses, and certifications, local or otherwise, that may be required for installation or operation of the Products. If you can, it will be possible for the Customer’s sole expense.
Suppose Motion Ag AI, Inc., provides any services related to the purchase or installation of any Products or Software. In that case, the provision of such services will be pursuant to a separate services agreement entered into between the parties. Unless otherwise agreed to by the parties in an applicable services agreement, Customer is solely responsible for providing all installation services at Customer’s sole expense.
Suppose delivery or installation of any Product is delayed due to circumstances caused by or within the responsibility of Customer, including but not limited to false or incomplete information regarding Customer’s equipment or premises, or incorrect or missing data. In that case, Customer shall be responsible for and reimburse Motion Ag AI, Inc. for any additional costs incurred by Motion Ag AI, Inc. due to such delay. In addition, Motion Ag AI, Inc., may terminate this Agreement on written notice to Customer if Customer has not remedied the cause of the delay within fifteen (15) days after receipt of a written notice of Motion Ag AI, Inc.’s intent to terminate this Agreement if the cause of the delay is not remedied.
This is a summary of the Terms and Conditions. For the complete terms, please refer to the full legal document.