Prospects in Motion Platform

Last Updated: January 2026

This Master Services Agreement (“Agreement“) is a legally binding contract between:

Motion Ave Inc, a Florida corporation doing business as Prospects in Motion, with its principal place of business in Miami-Dade County, Florida (“PIM“, “we“, “us“, or “our“); and

The individual or entity that registers for an account or subscribes to the Services (“Customer“, “you“, or “your“).

BY CREATING AN ACCOUNT, ACCESSING THE PLATFORM, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.

1. DEFINITIONS

“Authorized User” means an individual person authorized by Customer to access and use the Services under Customer’s account. Each Authorized User must be assigned a unique login credential. One Seat equals one individual person.

“Credits” means the units that measure Customer’s usage of the Services. One (1) Credit equals one (1) company contact record. Credits do not guarantee the availability of email addresses, phone numbers, decision-maker names, or any specific data fields for any given contact record.

“Customer Data” means any data, information, or content uploaded, submitted, or generated by Customer through use of the Services, including but not limited to call dispositions, notes, tags, and Customer’s proprietary business information.

“Lead Data” means the business contact information and company data made available through the Services, including but not limited to business names, addresses, phone numbers, email addresses, and employee information compiled from third-party sources and publicly available information.

“Order Form” means any ordering document, online subscription page, or checkout process through which Customer subscribes to a specific plan or purchases additional Services.

“Platform” means Prospects in Motion refer in this document as PIM’s proprietary software-as-a-service platform, including the PIM Scraper (lead generation), PIM Dialer (calling system), and PIM CRM (customer relationship management) components.

“Proprietary Intelligence” means PIM’s proprietary market intelligence, including disposition data, call outcome analytics, territory optimization algorithms, industry coverage data, and any derived insights generated through PIM’s operations.

“Services” means the subscription services provided by PIM pursuant to this Agreement, including access to the Platform, Lead Data, and related features as described on PIM’s website or applicable Order Form.

“Subscription Term” means the period during which Customer is subscribed to the Services, as specified during the subscription process (monthly or annual).

2. SERVICES AND SUBSCRIPTION PLANS

2.1 Platform Components

Subject to this Agreement, PIM provides access to the following Platform components based on Customer’s subscription plan:

(a) PIM Scraper: A lead generation tool that aggregates business contact information from publicly available sources, with AI-driven territory analysis and decision-maker identification.

(b) PIM Dialer: An integrated calling system for outbound sales outreach (available on Pro and Advanced plans).

(c) PIM CRM: Pipeline management and disposition tracking tools.

2.2 Subscription Plans

PIM offers multiple subscription tiers with varying features, Credit allocations, and pricing. Current plans, features, and pricing are published on PIM’s website at prospectsinmotion.com and are incorporated herein by reference. PIM reserves the right to modify plans, features, and pricing at any time. Changes to pricing will apply to new subscriptions and renewals; existing subscriptions will be honored through the end of the then-current billing cycle.

2.3 Free Tier

PIM may offer a free tier (“PIM Starter”) with limited features and Credit allocations as published on PIM’s website. PIM reserves the right, in its sole discretion and at any time, to: (a) modify the features or Credit allocations available on the free tier; (b) impose additional limitations or restrictions on free tier accounts; (c) require free tier users to upgrade to a paid subscription to continue accessing the Services; or (d) discontinue the free tier entirely. PIM will endeavor to provide reasonable notice of material changes to the free tier, but is not obligated to do so.

2.4 Service Availability

PIM will use commercially reasonable efforts to make the Services available. However, PIM does not guarantee any specific level of uptime or availability. The Services may be temporarily unavailable due to scheduled maintenance, unscheduled emergency maintenance, or causes beyond PIM’s reasonable control. PIM is not liable for any downtime or service interruptions.

2.5 Support

PIM provides customer support via email and in-platform resources. PIM will use commercially reasonable efforts to respond to support inquiries but does not guarantee any specific response time. Support availability and response times are not contractual commitments.

3. CREDITS AND USAGE

3.1 Credit Allocation

Each subscription plan includes a monthly allocation of Credits as specified on PIM’s website or applicable Order Form. Credits are allocated at the beginning of each billing cycle.

3.2 Credit Definition

ONE (1) CREDIT EQUALS ONE (1) COMPANY CONTACT RECORD. CREDITS DO NOT GUARANTEE THE AVAILABILITY OF EMAIL ADDRESSES, DIRECT PHONE NUMBERS, DECISION-MAKER NAMES, OR ANY SPECIFIC DATA FIELDS. The completeness of data varies by company and is subject to availability from third-party sources. Customer acknowledges that some contact records may have limited or incomplete information.

3.3 No Credit Rollover

CREDITS DO NOT ROLL OVER. Unused Credits from any billing cycle expire at the end of that billing cycle and are forfeited. Expired Credits have no cash value and are not refundable.

3.4 Additional Credits

If Customer exhausts the Credit allocation before the end of a billing cycle, Customer may: (a) purchase additional Credits at PIM’s then-current rates; or (b) wait until the next billing cycle when Credits are replenished. Exhaustion of Credits does not lock Customer out of the Platform; Customer retains access to existing data and non-Credit-consuming features.

4. ACCOUNT AND ACCESS

4.1 Account Registration

To use the Services, Customer must create an account by providing accurate and complete registration information. Customer agrees to keep account information current and accurate. Customer is solely responsible for all activity occurring under Customer’s account.

4.2 Authorized Users and Seats

Customer’s subscription includes the number of Authorized User seats (“Seats”) specified in the applicable plan or Order Form. One Seat permits one individual person to access the Services. Customer may add additional Seats at PIM’s then-current per-Seat pricing.

4.3 Account Security

Customer is responsible for: (a) maintaining the confidentiality of all account credentials; (b) restricting access to Customer’s account; and (c) promptly notifying PIM of any unauthorized access or security breach. PIM is not liable for any loss or damage arising from Customer’s failure to secure account credentials.

4.4 License Grant

Subject to Customer’s compliance with this Agreement and payment of applicable fees, PIM grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer’s internal business purposes.

5. RESTRICTIONS ON USE

5.1 General Restrictions

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

(a) Copy, modify, or create derivative works of the Services or Platform;

(b) Reverse engineer, disassemble, decompile, or attempt to derive source code or algorithms;

(c) Access the Services for competitive analysis or to build a competing product;

(d) Use the Services for timesharing, service bureau, or third-party benefit;

(e) Remove or alter any proprietary notices or labels;

(f) Use automated means (bots, scrapers) to access the Services beyond intended functionality;

(g) Attempt to gain unauthorized access to the Services or related systems.

5.2 Data Resale Prohibition

RESELLING, REDISTRIBUTING, SUBLICENSING, OR OTHERWISE MAKING AVAILABLE ANY LEAD DATA, PROPRIETARY INTELLIGENCE, OR ANY OUTPUT FROM THE SERVICES TO ANY THIRD PARTY IS STRICTLY PROHIBITED. This includes, without limitation: (a) selling or licensing Lead Data; (b) incorporating Lead Data into products or services for third parties; (c) sharing Lead Data with unrelated entities; (d) providing Lead Data to data brokers or list providers. Violation of this section constitutes material breach and may result in immediate termination without refund and liability for damages.

5.3 Permitted Use

Customer may use Lead Data and Services output for Customer’s internal business purposes, including: (a) conducting sales outreach to identified prospects; (b) maintaining internal CRM records; (c) analyzing Customer’s own sales performance; and (d) integrating data into Customer’s internal systems for Customer’s own use only.

6. COMPLIANCE WITH LAWS

6.1 General Compliance

Customer represents and warrants that it will use the Services in compliance with all applicable federal, state, and local laws, including laws governing telemarketing, email marketing, data privacy, and consumer protection.

6.2 TCPA Compliance

If Customer uses the PIM Dialer or contact information obtained through the Services for telephone outreach, Customer is solely responsible for compliance with the Telephone Consumer Protection Act (47 U.S.C. § 227) and all related regulations, including:

(a) Maintaining and honoring the National Do-Not-Call Registry and state do-not-call lists;

(b) Maintaining an internal do-not-call list and honoring opt-out requests;

(c) Complying with calling time restrictions;

(d) Obtaining required consents for autodialed or prerecorded calls;

(e) Providing required caller identification and disclosures.

PIM PROVIDES TOOLS; PIM DOES NOT CONTROL CUSTOMER’S CALLING PRACTICES AND IS NOT RESPONSIBLE FOR CUSTOMER’S TCPA COMPLIANCE.

6.3 CAN-SPAM Compliance

If Customer uses email addresses obtained through the Services for email marketing, Customer is solely responsible for compliance with the CAN-SPAM Act (15 U.S.C. § 7701 et seq.) and applicable state laws, including requirements for accurate headers, non-deceptive subject lines, opt-out mechanisms, and physical address disclosure.

6.4 Prohibited Conduct

Customer shall not use the Services to: (a) engage in harassment, threats, or abusive conduct; (b) transmit unlawful, defamatory, or obscene content; (c) impersonate others or misrepresent affiliations; (d) engage in fraud or deceptive practices; or (e) violate any applicable law or third-party rights.

7. FEES AND PAYMENT

7.1 Fees

Customer agrees to pay all fees for the selected subscription plan as published on PIM’s website or specified in the applicable Order Form. All fees are quoted in United States Dollars.

7.2 Billing Cycle

Subscriptions are billed in advance on a recurring basis according to the billing cycle selected by Customer (monthly or annual). Monthly subscriptions are billed every thirty (30) days. Annual subscriptions are billed once per year. Billing occurs automatically through Customer’s selected payment method.

7.3 Payment Method

Customer will provide a valid payment method (credit card, debit card, or other accepted method) during registration. Customer authorizes PIM to charge the payment method on file for all applicable fees. Customer is responsible for keeping payment information current.

7.4 No Refunds

ALL FEES ARE NON-REFUNDABLE. PIM does not provide refunds or credits for any reason, including partial use of a billing period, unused Credits, downgrade of plans, or cancellation of subscription. By subscribing, Customer acknowledges and agrees to this no-refund policy.

7.5 Taxes

All fees are exclusive of applicable taxes. Customer is responsible for all sales, use, VAT, and similar taxes, excluding taxes based on PIM’s net income.

7.6 Price Changes

PIM may modify pricing at any time. Price changes apply to new subscriptions and renewals. PIM will provide notice of price increases at least thirty (30) days before the change takes effect for existing customers.

7.7 Payment Failure

IF PAYMENT FAILS OR IS DECLINED, PIM RESERVES THE RIGHT TO IMMEDIATELY SUSPEND CUSTOMER’S ACCESS TO THE SERVICES WITHOUT PRIOR NOTICE. During suspension, Customer will not have access to the Platform, Lead Data, Customer Data, or any features. If payment is not successfully processed within thirty (30) days of the original due date, PIM reserves the right to terminate Customer’s account and permanently delete all Customer Data. PIM is not liable for any loss of data resulting from payment failure.

8. TERM, RENEWAL, AND TERMINATION

8.1 Subscription Term

The Subscription Term begins on the date Customer completes registration and payment (or, for free tier accounts, on the date of registration) and continues for the billing cycle selected (monthly or annual).

8.2 Automatic Renewal

Subscriptions automatically renew for successive periods equal to the original Subscription Term unless Customer cancels before the renewal date. Customer may cancel auto-renewal through account settings or by contacting PIM support.

8.3 Cancellation by Customer

Customer may cancel the subscription at any time through account settings. Upon cancellation: (a) Customer retains access to the Services until the end of the current paid billing cycle; (b) no refunds or prorated credits will be issued for the remaining period; (c) auto-renewal is disabled; and (d) at the end of the billing cycle, Customer’s access to the Services will terminate.

8.4 Downgrade

Customer may downgrade to a lower-tier plan at any time. Downgrades take effect at the beginning of the next billing cycle. Customer will retain access to current plan features until the end of the current billing cycle. No refunds or credits are provided for downgrades.

8.5 Termination by PIM

PIM may suspend or terminate Customer’s access to the Services immediately and without notice if: (a) Customer breaches any material term of this Agreement, including Section 5 (Restrictions) or Section 6 (Compliance); (b) Customer’s payment method fails and is not remedied within thirty (30) days; (c) PIM reasonably believes Customer’s use poses a security risk or may harm PIM or other users; or (d) as required by law. PIM may also terminate the Services or any feature with thirty (30) days’ notice for business reasons.

8.6 Effect of Termination

Upon termination or expiration of the Subscription Term:

(a) Customer’s right to access the Services terminates immediately (or at the end of the billing cycle for voluntary cancellation);

(b) Customer remains obligated to pay any fees accrued prior to termination;

(c) Customer Data will be retained for thirty (30) days following the end of access, during which Customer may request export of Customer Data;

(d) After the thirty (30) day period, PIM may permanently delete all Customer Data without further notice or liability.

8.7 Survival

Sections 1 (Definitions), 5 (Restrictions), 7 (Fees, for amounts accrued), 8.6 (Effect of Termination), 9 (Intellectual Property), 10 (Confidentiality), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 14 (Dispute Resolution), and 15 (General Provisions) survive termination.

 

9. INTELLECTUAL PROPERTY

9.1 PIM Ownership

PIM (Motion Ave INC) and its licensors retain all right, title, and interest in and to the Services, Platform, Lead Data, Proprietary Intelligence, documentation, and all related intellectual property rights. No rights are granted to Customer except the limited license in Section 4.4.

9.2 Customer Data

Customer retains ownership of Customer Data. Customer grants PIM a license to use, copy, store, and process Customer Data solely to provide the Services and as permitted by this Agreement.

9.3 Aggregated Data

PIM (Motion Ave INC) may collect and use aggregated, anonymized data derived from Customer’s use of the Services for analytics, product improvement, and business purposes. PIM owns all such aggregated data.

9.4 Feedback

If Customer provides suggestions or feedback regarding the Services, Customer assigns all rights in such feedback to PIM (Motion Ave INC), and PIM (Motion Ave INC) may use it without restriction or compensation.

10. CONFIDENTIALITY

10.1 Definition

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or reasonably should be understood to be confidential.

10.2 Obligations

Each party agrees to: (a) protect the other’s Confidential Information using reasonable care; and (b) not disclose such information except as necessary to perform under this Agreement or as required by law.

10.3 Exceptions

Confidentiality obligations do not apply to information that: (a) becomes publicly available through no fault of the receiving party; (b) was known prior to disclosure; (c) is received from a third party without restriction; or (d) is independently developed.

11. DISCLAIMERS

11.1 Data Accuracy

LEAD DATA IS COMPILED FROM THIRD-PARTY SOURCES AND PUBLICLY AVAILABLE INFORMATION. PIM DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR CURRENTNESS OF ANY LEAD DATA. Contact information may be outdated, inaccurate, or incomplete. Customer assumes all risk associated with use of Lead Data and should independently verify critical information.

11.2 No Warranties

THE SERVICES, PLATFORM, LEAD DATA, AND PROPRIETARY INTELLIGENCE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PIM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PIM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT DEFECTS WILL BE CORRECTED.

11.3 No Uptime Guarantee

PIM does not guarantee any specific level of service availability or uptime. The Services may experience downtime for maintenance, technical issues, or reasons beyond PIM’s control.

12. LIMITATION OF LIABILITY

12.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PIM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF WHETHER PIM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap

PIM’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO PIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Basis of Bargain

Customer acknowledges that these limitations reflect a reasonable allocation of risk and are a fundamental basis of the bargain between the parties. The limitations apply regardless of the legal theory and even if a remedy fails of its essential purpose.

13. INDEMNIFICATION

13.1 Customer Indemnification

Customer agrees to indemnify, defend, and hold harmless PIM and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:

(a) Customer’s use of the Services in violation of this Agreement or applicable law;

(b) Customer’s breach of Section 5 (Restrictions) or Section 6 (Compliance);

(c) Any TCPA, CAN-SPAM, or other regulatory claims arising from Customer’s calling or email practices;

(d) Customer Data or content transmitted by Customer;

(e) Any claim by a third party related to Customer’s use of Lead Data.

14. DISPUTE RESOLUTION

14.1 Informal Resolution

Before initiating formal dispute resolution, the parties agree to attempt to resolve any dispute informally by contacting each other and negotiating in good faith for at least thirty (30) days.

14.2 Binding Arbitration

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES THAT CANNOT BE RESOLVED INFORMALLY SHALL BE RESOLVED BY BINDING ARBITRATION administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Miami-Dade County, Florida. The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys’ fees, unless the arbitrator determines otherwise.

14.3 Class Action Waiver

CUSTOMER AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. Customer waives any right to participate in a class action lawsuit or class-wide arbitration against PIM. If this class action waiver is found unenforceable, then the entirety of this arbitration provision shall be null and void.

14.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

14.5 Governing Law

This Agreement is governed by the laws of the State of Florida, without regard to conflict of law principles.

14.6 Venue

For any matters not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida.

15. GENERAL PROVISIONS

15.1 Entire Agreement

This Agreement, together with any Order Form, constitutes the entire agreement between the parties and supersedes all prior agreements, proposals, and communications regarding the subject matter hereof.

15.2 Modifications

PIM may modify this Agreement at any time by posting the revised terms on its website. Material changes will be communicated via email or in-platform notice at least thirty (30) days before taking effect. Continued use of the Services after the effective date constitutes acceptance of the modified terms.

15.3 Assignment

Customer may not assign this Agreement without PIM’s prior written consent. PIM may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, or asset sale.

15.4 Waiver

No failure or delay by either party in exercising any right constitutes a waiver of that right. Any waiver must be in writing.

15.5 Severability

If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will continue in effect.

15.6 Notices

Notices to PIM must be sent to legal@prospectsinmotion.com. Notices to Customer will be sent to the email address on file. Notices are effective upon confirmed delivery.

15.7 Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, government actions, or failures of third-party services.

15.8 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship.

15.9 Attorneys’ Fees

In any action to enforce this Agreement, the prevailing party is entitled to recover reasonable attorneys’ fees and costs from the non-prevailing party.

15.10 Electronic Agreement

Customer agrees that this Agreement may be entered into electronically, and that Customer’s electronic acceptance (including click-through or checkbox acceptance) is binding and enforceable.

16. CONTACT INFORMATION

For questions about this Agreement or the Services, contact:

Motion Ave Inc

d/b/a Prospects in Motion

Email: support@prospectsinmotion.com

Website: https://prospectsinmotion.com

BY CREATING AN ACCOUNT OR USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS, INCLUDING THE BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 14.