Terms of Use

These Terms of Use (the “Terms”) govern your access to and use of the Motion LMS platform, websites, applications, and related services (together, the “Platform”). The Platform is operated by Motion LMS Pty Ltd (“Motion”, “we”, “us” or “our”).

By creating an account, clicking “I agree” (or similar), or otherwise accessing or using the Platform, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not access or use the Platform. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation, and “you” refers to that organisation.

1. Who these Terms apply to

The Platform serves two broad groups of users, and these Terms apply to both:

• Creators — account holders who use the Platform to build, host, market, and sell courses, events, memberships, and other learning experiences through their own academy (each, an “Academy”); and
• Learners — end users who register for, purchase, or access content offered by a Creator through an Academy.

Motion provides the technology that enables Creators to operate their Academies. Except where we are clearly identified as the seller, Motion is not a party to, and is not responsible for, any transaction, agreement, course, event, or other dealing between a Creator and a Learner. Each Creator is solely responsible for their Academy, their content, their dealings with their Learners, and their own terms, policies, pricing, tax, and legal compliance.

2. Eligibility and accounts

• You must be at least 18 years old and able to form a legally binding contract to hold an account.
• You agree to provide accurate, current, and complete information and to keep it up to date.
• You are responsible for safeguarding your login credentials and for all activity that occurs under your account.
• You must notify us promptly of any unauthorised use of, or security breach affecting, your account.
• We may refuse, suspend, or terminate accounts at our discretion in accordance with these Terms.

3. Licence to use the Platform

Subject to your compliance with these Terms and (where applicable) payment of fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform for its intended purpose. We reserve all rights not expressly granted. You must not, except as permitted by law:

• copy, modify, distribute, sell, lease, or create derivative works from any part of the Platform;
• reverse engineer, decompile, or attempt to extract the source code of the Platform;
• access the Platform to build a competing product or to benchmark or copy its features;
• circumvent, disable, or interfere with security, rate-limiting, or access-control features; or
• use any automated means (bots, scrapers) to access the Platform other than as we expressly permit.

4. Subscriptions, trials, fees and billing

4.1 Subscriptions and free trials

Paid features of the Platform are offered on a subscription basis. Where we offer a free trial, we may require a valid payment method up front. Unless you cancel before the trial ends, your subscription will begin automatically at the end of the trial and the payment method on file will be charged the applicable fees. We will tell you the trial length and renewal price before you start.

4.2 Renewal, fees and taxes

Subscriptions renew automatically for successive periods (monthly or annually, as selected) until cancelled. You authorise us and our payment processor to charge your payment method for all fees as they fall due. Fees are stated exclusive of taxes unless otherwise indicated; you are responsible for all applicable taxes, duties, and similar charges (including GST where applicable). Payments are processed by third-party providers (for example, Stripe); your use of their services is subject to their terms.

4.3 Platform fees on sales

Where a Creator sells courses, events, or other items through their Academy, we may charge a platform fee and/or payment-processing fees, as described on our pricing page or in your account. Creators are responsible for setting their own prices and for any refunds, chargebacks, taxes, and disputes arising from sales to their Learners.

4.4 Price changes

We may change our fees from time to time. We will give you reasonable advance notice of any increase to your recurring subscription fee, and the change will take effect at your next renewal. If you do not agree to a change, you may cancel before it takes effect.

4.5 Cancellations and refunds

You may cancel your subscription at any time from your account; cancellation takes effect at the end of the current billing period and you will retain access until then. Except where required by law (including the Australian Consumer Law) or expressly stated by us in writing, fees already paid are non-refundable and we do not provide refunds or credits for partial periods or unused features. Nothing in this clause limits any non-excludable right you may have.

5. Your content

“Your Content” means any content you upload, create, or make available through the Platform, including courses, videos, text, images, assessments, and learner data you collect.

• Ownership. As between you and Motion, you retain all rights you hold in Your Content. We do not claim ownership of it.
• Licence to us. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, adapt (for formatting and delivery), and transmit Your Content solely as needed to operate, secure, and improve the Platform and to provide the services to you and your Learners.
• Your responsibility. You are solely responsible for Your Content and warrant that you have all rights necessary to provide it, that it is accurate where it purports to be, and that it does not infringe any third-party rights or breach any law.

We may remove or disable access to content that we reasonably believe violates these Terms, is unlawful, or exposes us or others to liability. We may, but are not obliged to, monitor content.

6. Acceptable use

You must not use the Platform to, or to enable or encourage others to:

• break any law or regulation, or infringe any person’s intellectual property, privacy, or other rights;
• upload or distribute content that is unlawful, defamatory, harassing, hateful, fraudulent, obscene, or harmful to minors;
• transmit malware, or attempt to gain unauthorised access to any system, account, or data;
• send spam or unlawful marketing, or harvest data about other users;
• impersonate any person or misrepresent your affiliation;
• interfere with, disrupt, or place an unreasonable load on the Platform or its infrastructure; or
• use the Platform for any high-risk activity where failure could lead to death, personal injury, or environmental damage.

7. Intellectual property

The Platform, including its software, design, text, graphics, logos, and the “Motion” and “Motion LMS” names and marks, is owned by us or our licensors and is protected by intellectual property laws. Except for the limited licence in clause 3, nothing in these Terms transfers any of those rights to you. If you give us feedback or suggestions, we may use them without restriction or obligation to you.

8. Third-party services

The Platform integrates with or relies on third-party services (for example, payment processing, video delivery, hosting, email, and analytics). Those services are provided by their respective providers under their own terms and privacy policies, and we are not responsible for them. Your dealings with any third party are solely between you and that third party.

9. Privacy

Our handling of personal information is described in our Privacy Policy. Where a Creator collects personal information from Learners through the Platform, the Creator is the entity responsible for that information and acts as its controller; we process it on the Creator’s behalf in accordance with our agreement and applicable law.

10. Disclaimers and Australian Consumer Law

To the maximum extent permitted by law, the Platform is provided “as is” and “as available”, and we exclude all representations, warranties, and guarantees, whether express or implied, including as to merchantability, fitness for a particular purpose, accuracy, uninterrupted or error-free operation, and non-infringement. We do not warrant that the Platform will meet your requirements, that any results or income will be achieved, or that content provided by Creators is accurate, lawful, or suitable.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy you may have under the Australian Consumer Law or any other law that cannot lawfully be excluded (“Non-Excludable Rights”). Where our goods or services come with a guarantee that cannot be excluded under the Australian Consumer Law, and we are entitled to do so, our liability for a breach of that guarantee is limited, at our option, to: (a) for services, resupplying the services or paying the cost of having them resupplied; and (b) for goods, replacing or repairing them or paying the cost of replacement or repair.

11. Limitation of liability

Subject to your Non-Excludable Rights and to the maximum extent permitted by law:

• we (and our directors, employees, and suppliers) will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, business, or anticipated savings, however arising and whether in contract, tort (including negligence), or otherwise, even if advised of the possibility; and
• our total aggregate liability arising out of or in connection with the Platform or these Terms will not exceed the greater of (a) the total fees you paid to us for the Platform in the three (3) months immediately before the event giving rise to the liability, or (b) AUD $100.

We are not liable for any act, omission, content, product, or service of any Creator or Learner, or for any dealing between them. Each party is responsible for its own conduct.

12. Indemnity

To the maximum extent permitted by law, you agree to indemnify and hold harmless Motion and its directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal costs) arising out of or connected with: (a) your use of the Platform; (b) Your Content; (c) your products, services, or dealings with your Learners or any third party; (d) your breach of these Terms; or (e) your breach of any law or third-party right.

13. Suspension and termination

You may stop using the Platform and close your account at any time. We may suspend or terminate your access, in whole or in part, immediately and without liability if: you breach these Terms; we are required to do so by law; your use poses a security, legal, or reputational risk; or you fail to pay fees when due. On termination, your licence ends and we may delete your data after a reasonable period, except where we are required to retain it. Clauses that by their nature should survive termination (including clauses 5, 7, 10–12, 14–16) will survive.

14. Changes to the Platform and these Terms

We may modify, suspend, or discontinue any part of the Platform at any time. We may also update these Terms from time to time. If we make a material change, we will take reasonable steps to notify you (for example, by email or an in-product notice) before it takes effect. Your continued use of the Platform after a change takes effect constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Platform.

15. Dispute resolution

We want to resolve any concern quickly and fairly. Before starting any court proceeding (except for urgent injunctive relief), you agree to first contact us at legal@motionlms.com with a description of the issue and the outcome you are seeking. We will work with you in good faith to resolve the matter, and the parties agree to attempt resolution for at least thirty (30) days from the date of that notice. Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief, or limits your Non-Excludable Rights.

16. Governing law and jurisdiction

These Terms are governed by the laws of New South Wales, Australia. You and we submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them, and waive any objection to proceedings in those courts on the grounds of venue or inconvenient forum.

17. General

• Entire agreement. These Terms and the documents referred to in them are the entire agreement between you and us regarding the Platform and supersede any prior agreement on that subject.
• Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in full force.
• No waiver. A failure to enforce any provision is not a waiver of it.
• Assignment. You may not assign these Terms without our consent. We may assign them, including in connection with a merger, acquisition, or sale of assets.
• Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control.
• Notices. We may give notices to you by email or through the Platform. You may give us notice at the contact details below.
• Relationship. Nothing in these Terms creates a partnership, agency, employment, or joint-venture relationship between you and us.

18. Contact us

Questions about these Terms can be sent to legal@motionlms.com, or by post to Motion LMS Pty Ltd, Sydney, Australia.