Legal

Terms and Conditions

PLATFORM TERMS & CONDITIONS

AGREEMENT
1.1 — These Terms and Conditions, together with our Privacy Policy, apply to your use of Movement Platform Pty Ltd (ACN 670 621 897 ("we, "us" or "our") Software.
1.2 — By using the Software, you agree and acknowledge that you have read these Terms and Conditions. You are deemed to have agreed to, and accepted, these Terms and Conditions on behalf of any entity for who you use the Software, whether as an Authorised User, Invitee or otherwise.
DEFINITIONS AND INTERPRETATION
2.1 — In these Terms and Conditions, the following expressions have the following meanings, unless otherwise stated:
“Account” means the account you create to use our Software;
"Agreement" means these terms and conditions as amended by us from time to time;
"Authorised User" means those of your employees, agents and contractors who are authorised by you to use the Software, and subscribe to use the Software via the Site;
"Business Day" means a day other than a weekend or public or bank holiday in Victoria, Australia;
"Fees" means the fees set out to you on the page titled 'pricing' (accessible via https://movement.so/pricing), which may be updated or amended by us from time-to-time.
"Commencement Date" means the date that you register to use the Software;
"Customer Data" has the meaning in clause 7.4;
"Developed IP" is defined in clause 7.2;
“Enterprise Client” means an individual or company that has signed an enterprise agreement, separate to these Terms and Conditions.
"Intellectual Property Rights" means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable) including but not limited to all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;
"Invitee" means a person that you invite to use the Software;
"Privacy Laws" means the Privacy Act 1988 (Cth) and the General Data Protection Regulation (EU 2016/679) (as applicable);
"Provider IP" is defined in clause 7.1;
"Related Bodies Corporate" has the meaning given in the Corporations Act 2001 (Cth);
"Site" means https://movement.so/ or any other Site operated by us;
"Software" means the software we provide under these Terms and Conditions, that enables you to build and host your own branded mobile and web applications to deliver content, engage with your online community, sell digital content and services, and any associated software, technology, code and all Intellectual Property Rights contained therein, as located on the Site; and
"you" or "your" means the person or entity that has registered to use the Software, an Authorised User, or an Invitee (as applicable).
AUTHORISED USERS
3.1 — You determine who may be invited to use the Software ("Invitee") and the relevant level of access that the Invitee will have as an Authorised User.
3.2 — After an Invitee has subscribed to use the Software via the Site, they become an Authorised User. You may revoke access of an Authorised User at any time and for any reason or amend their level of access (as applicable).
3.3 — You are solely responsible for each Authorised Users use of the Software and compliance with these Terms and Conditions.
ACCESSING THE SOFTWARE
4.1 — Our Software is open to persons who register an account with us on our Site by providing a valid email address, selecting an appropriate industry descriptor for your business and nominating a secure password (“Account”) and accept this Agreement.
4.2 — You may access your Account via the Site.
4.3 — You agree to provide true, accurate, current and complete information at the time of registration and at all other times (as required by us). You further agree to update and keep updated your Account.
4.4 — You are solely responsible for all activity on your account.
4.5 — You warrant and represent that your access to, or use of, our Software is for its intended purposes and is not unlawful or prohibited by any laws which apply to you. You understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities.
4.6 — You may not share or reveal your Account information or password to any other persons. You are responsible for maintaining confidentiality of your Account information and password. You agree to immediately notify us of any unauthorised use of your password, Account or any breach of security in relation to our Software.
USE OF THE SOFTWARE
5.1 — You will not:
1. modify the Software or merge any aspect of the Software with another programme other than as expressly provided under these Terms and Conditions (this clause does not apply to the use of integration APIs expressly authorised by us or provided by us through the Software);
2. record, reverse engineer, copy, duplicate, reproduce, create derivate works from, frame, download, display, transmit or distribute any of the Software, the source code of the Software or any documents, manuals or setup instructions provided with the Software;
3. licence, sell, rent, lease, transfer, assign or otherwise commercially exploit the Software;
4. engage in unlawful behaviour, including unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
5. access, store, distribute or transmit:
  1. viruses, worm, trojan or other malicious code that corrupts, degrades or disrupts the operation of the Software;
  2. material that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or a contravention of the rights of any third party;
  3. material that facilitates illegal activity; or
  4. material that abuses or causes damage or injury to any person or property;
6. For the avoidance of doubt, the following are prohibited:
  1. registering a name on the Software that is intended to mislead, confuse or profit off others by being similar to our name, the name of another business, entity or person, or any other well-known name, including those of companies, celebrities, influencers, brands, government agencies, protected organisations, or individuals;
  2. engaging in misleading or deceptive conduct;
  3. impersonating another individual or company;
  4. phishing; and
  5. spamming.
7. provide Software login details or passwords, or otherwise provide access to the Software, to any unauthorised third party and you will take all reasonable steps to prevent unauthorised access to, or use of, the Software;
8. share any features of the Software that are not publicly available with any unauthorised third party; and
9. engage in any conduct on the Software that is in breach of these Terms and Conditions (or any agreements mentioned therein).
5.2 — All rights granted to you under these Terms and Conditions must not be leased, assigned, sold, licensed, resold or transferred to any third party in any manner whatsoever. You must not in any way encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the Software.
5.3 — Any breach of this clause 4 constitutes a breach of these Terms and Conditions and we may, at our absolute discretion, terminate or suspend your access to, and/or use of, the Software, and/or take further actions against you for breach of these Terms and Conditions. We retain the right to permanently remove or disable your mobile and web applications created through the Software.
5.4 — You are entitled to appeal any decision made pursuant to 5.3 by contacting us at hello@movement.so.
5.5 — Any unique customisation of the Software may incur additional Fees and be subject to separate terms and conditions. You can find more information regarding unique customisation by filling out our enterprise sales form (https://movement.so/register/enterprise).
YOUR OBLIGATIONS
6.1 — You acknowledge that our ability to be able to provide the Software to you without delay or interruption is dependent on your full and timely cooperation. You will:
1. cooperate with and assist us in the supply of the Software;
2. promptly provide us with full and accurate information, data and explanations as and when required;
3. comply with all applicable laws, regulations and industry standards with respect to your activities and obligations under these Terms and Conditions;
4. ensure that your network and systems comply with the relevant specifications and guidelines provided by us from time to time; and
5. comply with all reasonable directions and guidelines from us as advised from time to time.
6.2 — You must procure all necessary rights from third parties, which are from time to time required in order for us to be able to provide the Software, to you.
6.3 — It is your responsibility to ensure that any written communications we send to you set out the correct information in relation to your business and that you notify us of any changes to this information.
6.4 — You agree and acknowledge that you are authorised to use the Software and the Site and access the Customer Data (as applicable) that you may enter into, or connect with, the Software or the Site, from time-to-time.
FEES AND PAYMENT
7.1 — You will pay us the Fees to access and use the Software in accordance with these Terms and Conditions.
7.2 — The Fees are exclusive of GST and, unless stated otherwise, are in US Dollars
7.3 — Fees will not be changed retrospectively, however all Fees displayed on or via the Site or Software are subject to change without notice. If you do not agree to these changes, you may terminate these Terms and Conditions in accordance with Clause 13.2. Any adjustments to the Fees will be conducted in a commercially reasonable manner.
7.4 — You agree and acknowledge that we will treat an electronic instruction as authentic and are under no obligation to investigate the authenticity or authority of persons issuing or transmitting such electronic instructions, or to verify the accuracy and completeness of such electronic instructions.
7.5 — If payment of the Fees is not received by any due date, as specified to you via the Software or on the Site, we will be entitled (without prejudice to any other right or remedy available to us under these Terms and Conditions or at law) to:
1. withhold provision of the Software, or suspend your access to any or all of the Software, until payment of the outstanding amount is received by us in full;
2. terminate these Terms and Conditions pursuant to clause 13.
7.6 — Payment processing services for access to, and use of the, the Software, are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By placing an order and using Stripe to process payments you agree to be bound by the Stripe Services Agreement, which may be modified by Stripe from time to time. As a condition of enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorise us to share it and transaction information related to your use of the payment processing services provided by Stripe.
7.7 — In locations where Stripe payment services are unavailable, we reserve the right to issue invoices for the provision of access to and use of the Software. Users in such locations will be subject to payment terms of 7 days from the date of the issued invoice. This invoicing arrangement is independent of the Stripe Services Agreement and is designed to facilitate payment processing for users in regions where Stripe payment services are not accessible.
7.8 — Fees are contingent upon the number of active users on your mobile and web applications. In the event that the quantity of active users surpasses the predefined threshold, your account will be automatically upgraded to a higher tier, resulting in an adjusted charge or cost. You may downgrade at any time by reducing the number of active users on your mobile and web applications.
7.9 — You will make all payments for the Fees without any deduction for tax unless a tax deduction is required by law. If you are required to make a tax deduction by law, the amount due will be increased to the amount that (after making the tax deduction) upon deduction of the amount attributable to tax equals the amount which would have been due if no tax deduction had been required.
7.10 — If you initiate a Chargeback by contacting your bank or credit card company to dispute or reverse any payable fees to us, we may terminate or suspend your access to, and/or use of, the Software. We retain the right to challenge any Chargeback.
7.11 — While you have the option to cancel the Fees at any time, refunds will not be granted unless there is a major failure of the Software.
7.12 — When you cancel the Fees, you will continue to have access to the Software through to the end of your billing period.
7.13 — Nothing in 7.11 seeks to affect, restrict or exclude your statutory rights including under the Australian Consumer Law.
INTELLECTUAL PROPERTY
8.1 — All rights, title or interest in and to the Software and any information or technology that may be provided to, or accessed by, you in connection with your use of the Software is owned, and will remain owned, by us or our licensors ("Provider IP"). Using the Software does not transfer any ownership or rights, title or interest in and to the Provider IP.
8.2 — All Intellectual Property Rights discovered, developed or otherwise coming into existence as a result of, for the purposes of, or in connection with, the Software will automatically vest in, and are assigned to, us, including any enhancements, improvements and modifications to the Provider IP (collectively, the "Developed IP").
8.3 — You must not represent to anyone or in any manner whatsoever that you are the proprietor of the Software and/or the Provider IP.
8.4 — You retain ownership rights to data and content that you provide to us, whether by uploading to the Software, connecting via any third-party applications or otherwise ("Customer Data"). You grant us a worldwide, perpetual, irrevocable, non-exclusive and royalty free license to access and use the Customer Data for the purpose of performing our obligations under these Terms and Conditions. For the avoidance of doubt, this includes using artificial intelligence (“AI”) to improve our Software as described in clause 9.
8.5 — If you enable any third-party applications in conjunction with the Software, you agree that your Customer Data may be accessible by those third-party applications in order for such applications to functions correctly. You will be bound by the terms of such third-party providers regarding the use of your Customer Data and we will not be held responsible for the disclosure, modification or deletions of the Customer Data by such third-party applications.
8.6 — You agree that we may refer to you, your business name, publish your logo and/or trade mark and refer to you as a customer of ours in any communications or publications for the purposes of marketing or promoting our business. However, you retain the right to revoke this consent by providing written notice to use at any time. Upon receiving such notice, we will act in a reasonable manner to promptly remove any reference to you from online materials. Please note that changes to printed materials may not be possible, but we will make reasonable efforts to accommodate your request in any future printed materials.
ARTIFICIAL INTELLIGENCE
9.1 — In the future, our Software will include an AI feature (“AI Model”) that allows you to design content pages by providing a specific set of instructions, cues, or commands (“Prompt”).
9.2 — You understand and agree that we may use some of your data to train and improve the AI Model. This includes but is not limited to:
1. Prompts;
2. the response from the AI Model following a Prompt;
3. the design and layout of your content pages;
4. the design and layout of your content page before and after the AI Model is used; and
5. the changes you make to AI-generated content.
WARRANTIES
10.1 — We will use reasonable endeavours to provide constant, uninterrupted access to the Software, but with any software-based product, this cannot be guaranteed. We will not be responsible or liable for any direct or indirect losses or damages suffered or sustained by you as a result of, or in connection with, any interruption or delay in accessing and using the Software.
10.2 — To the maximum extent permitted by law, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Software provided hereunder is given or assumed by us other than as required at law. You acknowledge and agree that the Software is provided on 'as is' basis and that you will make your own investigations into whether or not the is fit for your purposes.
10.3 — We make no representations, warranties or guarantees:
1. that content available on, or produced by or via, the Software is accurate, complete, reliable, current, error-free or suitable for any particular purpose. This content is provided on an 'as is' basis and you acknowledge and agree that you exercise absolute discretion in choosing how to use this content; or
2. as to the availability of the Software or that the Software is or will be free from viruses, worm, trojan or other malicious code. You are responsible for taking your own precautions in this respect.
LIABILITY AND EXCLUSIONS
11.1 — Our total liability to you or any third party (whether based on warranty, contract, tort, statute, misrepresentation or otherwise) arising out of, or in connection with, these Terms and Conditions, for any one event or a series of related events, will be limited to the total Fees paid (excluding GST and expenses) by you to access and use the Software in the six (6) months immediately prior to the event(s).
11.2 — You assume sole responsibility for your use of the Software (including any content contained therein) and for any reliance on, and use of, conclusions drawn from such use.
11.3 — We will have no liability for any losses suffered or any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the Software or any actions taken by us at your direction.
11.4 — In no event will we be liable to you or any third party for any, arising directly or indirectly,:
1. loss of profits, revenue, goodwill or business, business interruption, corruption, loss or alteration of data, downtime costs, loss of use, failure to realise anticipated savings or for any indirect or consequential loss or damage of whatsoever nature, however caused;
2. breach by you or any third party of the Intellectual Property Rights of a third party or any laws, regulations or any relevant industry codes;
3. viruses, worm, trojan or other malicious code introduced into, or transmitted to, you or any third party during the course of using the Software; or
4. loss of or damage to any property belonging to you or any third party or any personal injury or death arising out of or in connection with these Terms and Conditions.
11.5 — The parties acknowledge that the limitations of liability contained in this clause 9 are a fair and reasonable allocation of the commercial risk between the parties.
INDEMNITY
12.1 — You agree to indemnify and hold us, our Related Bodies Corporate and our officers, directors, employees and contractors (collectively, the "Indemnified") harmless from and against any and all claims, actions, demands, proceedings, liabilities, losses, damages, expenses and costs that may be brought against the Indemnified or which the Indemnified must pay, sustain or incur as a direct or indirect result of or arising out of:
1. breach by you of any of your obligations under these Terms and Conditions;
2. loss of, or damage to, any property belonging to you or any third party or any personal injury or death arising out of or in connection with these Terms and Conditions;
3. breach of any third party's Intellectual Property Rights; or
4. breach by you of any law (including Privacy Laws).
CONFIDENTIALITY
13.1 — Each party agrees not to use or disclose confidential information received or disclosed to it by the other party in the negotiation or operation of these Terms and Conditions, save for such use or disclosure necessary and required to perform their respective obligations under these Terms and Conditions. Disclosure will be, in any event, only made to the receiving party's employees, officers, agents or contractors to whom it is necessary to do so and who are directly involved in performing the receiving party's obligations.
13.2 — In making disclosure to persons as permitted under this clause 11, the receiving party will ensure that persons receiving the disclosing party's confidential information will comply with the same obligations regarding confidentiality as that of the receiving party.
13.3 — Information is not to be regarded as confidential, and the receiving party will have no obligation regarding confidentiality, where that information is already in the public domain or enters the public domain through no fault of the receiving party, is received from a third party without any obligations of confidentiality, is used or disclosed with the prior written consent of the disclosing party, is disclosed in compliance with a legal requirement or is independently developed by the receiving party.
13.4 — Any confidential information held by a receiving party will be returned to the disclosing party or destroyed at the written request of the disclosing party.
PRIVACY
14.1 — You must, in connection with these Terms and Conditions:
1. ensure that you and your employees, contractors and agents are aware of your obligations under all applicable Privacy Laws;
2. at all times comply with your obligations under applicable Privacy Laws; and
3. take reasonable steps to assist us to comply with our obligations under applicable Privacy Laws as may be notified to you from time to time.
14.2 — We are committed to protecting your privacy and personal information. Please see our Privacy Policy (https://movement.so/legal/privacy-policy) for further details about our practices relating to the collection, use, disclosure and storage of your personal information.
TERM AND TERMINATION
15.1 — These Terms and Conditions will commence on the date that you register your details via the Site (whether in connection with a trial to use the Software, as a paying user of the Software, or otherwise) and after any applicable trial period, will continue in force so long as you continue to pay the Fees, unless terminated in accordance with this clause 13.
15.2 — These Terms and Conditions will continue for the period covered by the Fees. At the end of period, and subject to your payment of the Fees, these Terms and Conditions will continue for the relevant period covered by the Fees. You must pay the Fees in advance of each relevant period.
15.3 — Either party may terminate these Terms and Conditions without cause at any time by providing the other party with one (1) months' written notice.
15.4 — We may terminate these Terms and Conditions (or at our discretion, terminate or suspend the supply to you of the Software) immediately if you fail to pay any Fees or commit a material breach of these Terms and Conditions.
15.5 — On termination of these Terms and Conditions for any reason, we will be entitled to immediate payment for all Fees properly incurred up to the date of termination and during any applicable notice period.
DOWNGRADING OR ENDING SUBSCRIPTION
16.1 — When you terminate your access to our Software, you will be switched to the free plan (see https://movement.so/pricing). This may affect your active member limit, the number of video and audio uploads allowed, and the transaction fees applied.
16.2 — It is your sole responsibility to manage active member subscriptions. This includes ensuring adherence to the prescribed member limit and timely subscription of any subscriptions that exceed this limit.
16.3 — If your intention is to cease use of the Software indefinitely, it is your responsibility to:
1. ensure any active member subscriptions are terminated; and
2. communicate with Stripe to process any refunds (as applicable).
SUPPORT SERVICES
17.1 — We may, at our absolute discretion, provide you support in relation to your use of the Software or the Site.
17.2 — You may access help documents to diagnose any issues that you are facing here. If, after reasonable efforts, you are unable to access or find the information relevant to you, you may contact us at support@movement.co.
17.3 — We will endeavour to provide support on Business Days during Business Hours, however this cannot be guaranteed.
SITUATIONS OR EVENTS OUTSIDE OUR REASONABLE CONTROL
18.1 — There are certain situations or events that may occur which will not be within our reasonable control. Where this occurs, we will notify you of these circumstances and attempt to recommence providing the Software as soon as we are able. In such circumstances there may be a delay (sometimes a substantial delay) before we can start or continue providing the Software. We provide updates on our status page here.
NOTICES
19.1 — Any notice required to be given pursuant to these Terms and Conditions will, unless otherwise stated, be in writing and be sent to the other party at the email address specified in these Terms and Conditions (or to such other address as either party may from time to time notify the other in accordance with this clause).
19.2 — A notice given under clause 16.1 will be deemed to have been delivered 24 hours after the email is sent.
GENERAL
20.1 — Variations to these Terms and Conditions will only be effective if in writing and signed by authorised representatives of both parties.
20.2 — The provisions of these Terms and Conditions that are capable of having effect after the termination or expiry of these Terms and Conditions will remain in full force and effect following the termination or expiry of these Terms and Conditions.
20.3 — You must not, without our prior written consent (which will not be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
20.4 — If either party chooses to waive or ignore a breach of these Terms and Conditions, this will not prevent that party from taking action in respect of the same type of breach at a future date.
20.5 — Nothing in these Terms and Conditions is intended to create or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in these Terms and Conditions. Neither we nor you will have, nor represent that it has, any authority to make any commitments of this kind on the other party's behalf.
20.6 — These Terms and Conditions, and the relationship between the parties contemplated by it, is not intended to be exclusive.
20.7 — If any provision of these Terms and Conditions is held invalid or unenforceable, such provision will be deemed deleted from these Terms and Conditions and replaced by a valid and enforceable provision which so far as possible achieves the parties' intent in agreeing to the original provision. The remaining provisions of these Terms and Conditions will continue in full force and effect.
20.8 — These Terms and Conditions is governed by the laws of Victoria, Australia and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.
20.9 — These Terms and Conditions may be executed electronically and in any number of counterparts. All counterparts together will be taken to constitute one instrument.
20.10 — Except in the case of an Enterprise Client, these Terms and Conditions constitute the entire agreement between the parties in respect of the subject matter of these Terms and Conditions and supersedes and replaces any prior written or oral agreements, representations or understandings. The parties confirm that they have not relied on any representation that is not expressly incorporated into these Terms and Conditions.
20.11 — Where a provision of these Terms and Conditions contradicts a provision of an enterprise agreement, the enterprise agreement provision shall prevail to the extent of the inconsistency.