Terms And Conditions

FULL MOTION ACCELERATOR

Full Motion Accelerator Inc. (“Full Motion”) provides consulting and advisory services of an educational and informational nature within the interactive media industry. The services presented by Full Motion may include information about grant funding, business structuring, marketing, accounting and financing, public and private funding strategies and other information determined by Full Motion (the “Services”) to Canadian interactive media companies (“Studio”) accepted into the program (“FMA program”).

By submitting your application and intake form, you confirm that you are an authorized representative of the Studio with the full power and authority to enter into agreements on behalf of the Studio. The submission of your application is a request to join the FMA program as a Studio. A submission does not guarantee acceptance into the FMA program and Full Motion’s agreement to provide services will commence upon Full Motion and the Studio entering into a further formal agreement for services. As part of your application, you are acknowledging, on behalf of the Studio, that the Studio agrees to be bound by the following Terms & Conditions (“Terms”).

These Terms take effect immediately upon your submission of your intake application to Full Motion.

If you have any questions about these terms, please contact full@fullmotion.io.

You are in Control. There is no Guarantee of success. The Services and works provided by Full Motion may include business or industry advice and recommendations. All decisions shall be made by Studio in its sole discretion and all outcomes, results, or any occurrence whatsoever in connection, directly or indirectly, with the use of such advice and recommendations by Full Motion into Studio’s decisions and shall be the sole responsibility of Studio irrespective of any reliance by Studio upon such advice, recommendations, or representations. The Services and works are furnished as data solely for the Studio’s consideration and use as set forth in this Agreement, and shall not be disclosed in whole or in part to any person other than the Studio’s directors, officers, employees, legal advisors and contractors who have a need to know in connection with the Studio’s internal use of the Services and works (and, in the case of contractors, who are bound by confidentiality restrictions consistent with those set forth herein) without Full Motion’s prior written consent. Full Motion shall not be deemed to have made any representations, warranties or undertakings of any kind to a Studio in relation to the Services. There is no guarantee of success being offered by Full Motion as part of the provision of Services.
Our relationship requires mutual contributions. The Studio agrees to co-operate with Full Motion in the performance of the Services and to provide such support and information as may be reasonably required.
Full Motion has relationships with professionals that will be recommended to you. Neither this application, nor the acceptance into the FMA program will create a legal retainer, accounting engagement or mandatory requirement for consulting services. The FMA program leverages the talents of professionals with experience in the interactive media industry. Notwithstanding our recommendation to engage or retain such professionals, the educational sessions provided by such professionals through the FMA program are informational in nature only. The Studio acknowledges that any information provided as part of the Services is not intended nor will it be deemed to constitute financial or legal opinions or advice of any kind.
This is not an exclusive relationship. We are assisting more than one studio at a time and it shall not be deemed a conflict to do so. These Terms and Conditions shall not be construed as precluding or limiting in any way the right of Full Motion to provide similar Services to any person or entity as Full Motion deems appropriate. Full Motion serves multiple clients within the interactive media industries, including those with potentially opposing interests. Accordingly, Full Motion may have served, may currently be serving or may in the future serve other clients whose interests may be adverse to those of the Studio.
To provide the Services, certain sensitive information will need to be disclosed. Studio is required to provide to Full Motion information about its business and milestone achievements which may include (but are not limited to) business address, ownership details including changes to capital structure and ownership, grant funding results, private and public funding details, diligence requests, capital raised, revenue generated, launch dates, marketing spend and other information which may be reasonably required to provide the Services. Studio agrees to provide such information regularly and on a timely basis when requested.
Confidentiality for both parties matters. Save as otherwise described in these terms, Both Full Motion and Studio shall keep confidential and not disclose any confidential information, advice or material of any nature that is provided or made available by the other party, including but not limited to, any written reports or other data (collectively, “Confidential Information“), without the prior written consent of the other party. Each party may disclose Confidential Information only to its employees and contractors who have a need to know in connection with the provision or use of the Services and who are bound by confidentiality restrictions consistent with those set forth herein. This shall not apply to any information that: (i) is or at any time becomes publicly available other than as a result of breach by the recipient of its obligations under this Agreement; (ii) the recipient acquires from a third party who owes no obligations of confidence to the other party in respect thereof; (iii) was already known to the recipient at the time it received such information from the other party as shown by the recipient’s prior written records, or and where such information under (i) – (iii) herein cannot subsequently be treated as confidential information by the recipient. If either the Company or the Studio is requested or required by any legal or investigative process to disclose any Confidential Information, that party shall, to the extent legally permissible, provide the other party with prompt notice of each such request and the Confidential Information requested so that such other party may seek to prevent disclosure or the entry of a protective order. If disclosure is required and a protective order is not obtained, the party from whom disclosure is required shall disclose only such Confidential Information that it is advised by its legal counsel is legally required to be disclosed. To provide the Services, Full Motion may disclose information not in the public domain: (a) to external advisors that are legally obligated to maintain the confidentiality of this information, or (b) to others with the verbal or written consent of the Studio. To provide the Services, Full Motion leverages its network and Studio acknowledges and agrees that the sharing of information not in the public domain by Full Motion within its network regarding the Studio’s business or technology for the purpose of providing the Services, shall not constitute a breach of these Terms and Conditions.
Each party retains ownership of its Intellectual Property. When something is delivered to you as part of our Services, you own it. Full Motion owns its intellectual property and nothing hereunder operates as an assignment or transfer of Full Motion’s existing intellectual property. All intellectual property, data, project materials, process innovation, business methods, technical information, know-how, copyrights, models, software or works of any kind developed by the Studio in the course of providing Services to the Client during the term of this Agreement (the “Works”) shall be owned by the Studio. Full Motion hereby grants and assigns all right, title and interest to any Works created or rights arising from such Works derived from the Services during the parties’ engagement. Full Motion hereby agrees to do all such things and sign all such documents or instruments reasonably necessary to give effect to the foregoing. Notwithstanding anything to the contrary contained in this Agreement, Full Motion retains all rights in its existing works, and derivatives thereof whether registered, unregistered or incapable of being registered, including, without limitation, its methodologies, ideas, know how, techniques, trade secrets, models, tools, skills, generic industry information, knowledge and experience, and any graphic or written representations of any of these, whether now possessed or hereafter acquired by the Studio. Studio hereby grants to Full Motion a non-exclusive, non-transferable, irrevocable and royalty-free license to use Studio’s intellectual property contained in, or embedded in, the Works delivered to Client, for the Full Motions internal and business purposes.
Disclosure of Conflicts. Full Motion and the Studio will promptly disclose to each other any conflicts of interest, whether actual or potential, either party becomes aware during the provision of the Services. It is acknowledged that where the Studio engages one or more companies controlled by the principals of Full Motion for professional services, same shall not be deemed to be a conflict.
Limitation of Liability and Indemnity by Studio of Full Motion. In no event shall Full Motion be liable for any indirect, special, incidental, consequential or punitive damages or for any lost profits arising out of or relating to the Services. In no event shall Full Motion’s liability (whether based on any action or claim in contract, tort, or otherwise) to the Studio or its affiliates arising out of, or relating to any Services exceed $10.00 Canadian Dollars. Studio agrees to indemnify, defend and hold Full Motion and its affiliates, and their respective officers, directors, owners, agents, information providers and licensors harmless for any claims, liability, losses, costs and expenses (including costs and legal fees) incurred in association with the use of the Service. Full Motion reserves the right to assume the exclusive defense and control of any claim or other matter otherwise subject to indemnification by the Studio. In such case, the Studio agrees to cooperate with the defense of Full Motion and pay all fees associated with the defense. Full Motion shall have no liability to a Studio or its business for any loss or damage whatsoever, whether direct, indirect, special or consequential, which arises in contract, tort, by statute or otherwise.
General Legal Provisions. This Agreement shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario. The parties irrevocably agree to bring any action to enforce this Agreement solely and exclusively in the courts of Ontario in the Toronto Region. This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. All provisions herein shall survive any termination of this Agreement as well as any other revisions which by their terms are reasonably intended to survive any such termination. Nothing herein contained shall constitute a partnership between, or joint venture by, the parties hereto or constitute any party the agent of the others. No party shall become liable by any representation, act or omission of the other contrary to the provisions hereof. This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not.
We require Studios to act courteously and professionally. The Studio, its agents and personnel shall abide by the following standards of conduct:
a. Always act with honesty, integrity and openness and have respect for the opinions of others; and
b. Treat all with equality and dignity without regard to gender, race, colour, creed, place of origin, political beliefs, religion, marital status, disability, age or sexual orientation.
Independent Legal Advice. Studio hereto acknowledges that they have been afforded the opportunity of receiving independent legal advice concerning this Agreement, and in the event that Studio has executed this Agreement without the benefit of independent legal advice, he, she or it hereby waives the right to receive such independent legal advice.

Full Motion, in its sole discretion, may modify and/or update these Terms and Conditions from time to time for our business purposes.

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