Terms and Conditions

These terms of use (“Terms of Use”) are a legal agreement between you and Motion Wellness Private Limited, India (Corporate Identity Number Number: UN72900DL2022PTC404349) whose registered office is BF-8, Tagore Garden, Delhi, West Delhi, Delhi, India, 110027 (hereafter referred to as “MOTION Wellness Pvt Ltd”, “we” or “us” as the context may require) for the use of the MOTION mobile application (Motion App”) and website https://TheMotion.app/ Please note that these terms and conditions would be activated when we launch the MOTION app and www.TheMotion.App website.

These Terms of Use set out important information regarding your rights and obligations in connection with the MOTION App and Www.themotion.app Website(s). Please read them carefully. In particular, we draw your attention to the limitations of liability contained in Section 14.

By downloading, installing or using the MOTION App or accessing the Www.themotion.app Website(s), you agree to these Terms of Use which shall bind you. If you do not agree with these Terms of Use, do not download, install or use the MOTION App or Www.themotion.app Website(s).

Motion Wellness Private Limited permits you to use the MOTION App and Www.themotion.app Website(s) solely in accordance with these Terms of Use. Motion Wellness Private Limited retains ownership of the MOTION App and Motion Wellness Private Limited Website(s) at all times.

These Terms of Use apply to the use of any updates or changes to the MOTION App and Www.themotion.app Website(s) that we may issue from time to time.

1. The licenses granted to you for the use of the MOTION App and Www.themotion.app Website(s) Motion Wellness Private Limited grants you a non-exclusive, non-transferable, revocable licence to do the following in accordance with these Terms of Use (the “Licenses”):

(i) download, install and use the MOTION App, and any updates to it provided by Www.themotion.app from time to time, in object code form for your personal use only on a compatible mobile device owned or controlled by you; and

(ii) access and browse the Www.themotion.app Website(s) for your personal use only.

‘Motion Wellness Private Limited’ may terminate the Licenses granted under these Terms of Use at any time in its absolute discretion with or without notice to you. If you breach any provision of these Terms of Use such Licenses shall automatically terminate. Where any of the Licenses are terminated, you agree to immediately cease using and accessing the Www.themotion.app Website(s) and MOTION App and to delete any copies of the MOTION App held by you.

2. User age restrictions

The MOTION App and Www.themotion.app Website(s) are not intended for use by children under the age of 13. If you are under the age of 13 you must not use the MOTION App and Www.themotion.app Website(s). If we discover that any such use is taking place we will immediately terminate any relevant user account(s) facilitating such use. If you are below the age of 16, you must have obtained the consent of your parent or legal guardian to your use of the MOTION App and Www.themotion.app Websites(s).

3. Rights to the MOTION App, Www.themotion.app Website(s) and their content

All intellectual property rights and other rights in or to the MOTION App and Www.themotion.app Website(s), and any content of either, made available by or on behalf of ‘Motion Wellness Pvt Ltd’ and its licensors, belong to and remain at all times with ‘Motion Wellness Private Limited’ and its licensors. Save as expressly set out in these Terms of Use, you shall not obtain (i) any rights in or to our intellectual property rights or those of our affiliates, or (ii) any intellectual property rights and other rights in or to the MOTION App or Www.themotion.app Website(s) or any contents of either. “MOTN” and “MOTION” is planned to be the trading name of ‘Motion Wellness Private Limited’ and we plan to register and trade mark rights in respect of this name.

The MOTION App and Www.themotion.app Website(s) are licensed and not sold under these Terms of Use. The only rights granted to you in relation to the MOTION App and Www.themotion.app Websites(s) under these Terms of Use are the Licenses described in Section 1 of these Terms of Use and no transfer of ownership or right to access or use any source code related to the MOTION App or Www.themotion.app Website(s) is granted by us.

Where you submit any content whatsoever (“Content”) to the MOTION App or Www.themotion.app Website(s), including without limitation any image, text, or data, you retain all intellectual property rights that you hold in such Content. You grant to us a non-exclusive, worldwide, royalty-free, transferable, sub-licensable license to use, reproduce, publish, distribute, perform, adapt, amend, enhance and communicate such Content from time to time for any purpose relating to the MOTION App, Www.themotion.app Website(s) and our business from time to time.

We welcome any feedback or suggestions for improvements relating to the MOTION App, Www.themotion.app Website(s) and/or any related products and services offered by us from time to time (“Feedback”). Where you provide Feedback to us you agree that we and our affiliates shall have a royalty free right to use such Feedback for such purposes as we see fit from time to time, including, without limitation, to create new, or enhance existing products or services offered by us, and for consumer communication or product promotion, and we shall not be required to compensate you financially for any such Feedback provided, regardless of how we or our affiliates use this.

Save as expressly permitted by us in these Terms of Use, you must not use the content on the MOTION App or Www.themotion.app Website(s) (other than content that is submitted by you to the MOTION App) for any commercial purpose without obtaining written permission from us to do so first.

4. Use of the MOTION App

In order to use the MOTION App, you must create a user account (a “MOTION Account”). You are responsible for all uses of your MOTION Account whether by you or a third party. You should ensure that you use your personal mobile number for verification of your account and a strong password (if applicable) for your MOTION Account and that the details of your password are kept confidential and secure at all times. To the maximum extent permitted by applicable law, we shall not be liable to you for any unauthorized use of your MOTION Account resulting from your failure to maintain restricted access to your mobile device or your mobile SIM card, the confidentiality or security of your user details or failure to use a strong password. Access to your account can become restricted or outright impossible in case of a loss of your control over the mobile number to which your account is registered.

Your MOTION Account logs details of all MOTIONs generated by you and any transfers of MOTIONs to or from your MOTION Account. Please review your MOTION Account regularly. If you identify any erroneous transaction or unexpected activity on your MOTION Account, or you believe that the security of your MOTION Account has been compromised, you must let us know as soon as possible.

Different membership levels may apply to the MOTION Accounts of different users and, depending on the membership level you hold, your entitlement to access functionality of the MOTION App or generate MOTIONs may vary.

When using the MOTION App on your mobile device, you acknowledge and agree that MOTION operates in the background of your mobile device, which in turn may have an impact to the battery life of such device.

The MOTION App stops generating MOTIONs on your mobile device if you do not open the MOTION App for 30 days. Generation of MOTIONs restarts once you next open the app.

5. MOTN

“MOTNs” are units of exchange that users of the MOTION App may generate through verified physical movement (e.g. steps). MOTNs may be used to redeem products, services and other benefits via the MOTION App, to the extent that such products, services and other benefits are offered by users. You acknowledge and agree that MOTNs may not be redeemed for cash from ‘Motion Wellness Private Limited’ or any of its affiliates, unless we expressly agree otherwise with you in writing.

All MOTNs are generated by the verified physical movement of users of the MOTION App. MOTNs will never be generated by any other means. We reserve the right to destroy MOTNs that we have reason to believe have been created by any other means and to suspend or disable MOTION Accounts used in contravention of these Terms of Use.

We reserve the right and retain the absolute discretion to determine, and alter from time to time, the eligible forms of movement, movement verification algorithms and amounts of verified movement that must be undertaken by users in order to generate MOTIONs using the MOTION App (for example, and without limitation, we may alter from time to time the verification algorithm or the number of verified steps required to generate a MOTN). Details of eligibility criteria and the volumes of verified movement required to generate MOTNs from time to time are provided within the FAQ section of the MOTION App. Movement verification conducted by our algorithms is considered final and cannot be revised or reversed.

We may cap the maximum amount of MOTNs that users of the MOTION App may generate each day using the MOTION App. The applicable cap may vary depending upon the membership level of the relevant user or other criteria that we chose to apply and we may alter such caps from time to time.

We may from time to time impose MOTION-denominated charges for the use of the MOTION App or to enable specific functionality of the MOTION App. When we do this we will be entitled to deduct the applicable number of MOTNs from your MOTION Account required to meet the applicable MOTION-denominated charges and we may retain and use the MOTIONs that we deduct for our own benefit. We will always be transparent about any applicable MOTION-denominated charges and details of any such charges are provided within the FAQ section of the MOTION App.

To illustrate, and without limiting our rights under the preceding paragraph, we may elect to impose a MOTION-denominated commission charge on the generation of MOTIONs entitling us to deduct a proportion of the MOTIONs that you generate. We may also impose recurring MOTION-denominated charges in relation to certain membership level categories. Details of any applicable rate of commission on MOTION generation from time to time, and any MOTION-denominated charges applicable to the different membership levels are provided in the FAQ section of the MOTION App.

We reserve the right to impose charges in relation to the use of MOTION App in fiat currency from time to time, which may be applicable to all or specific categories of users or to the use of specific functionality or services accessed via the MOTION App. The currency and amount of any such charges may be determined by us in our absolute discretion.

The MOTION App allows you to send MOTNs to third party users of the MOTION App. Please ensure that you have verified the identity of the recipient of the relevant MOTIONs before sending them. We may make available functionality enabling the donation of MOTIONs to charity.

6. Acceptable Use You agree that you shall not:

(a) seek to generate MOTNs by any means other than your genuine physical movement meeting the eligibility criteria specified by ‘Motion Wellness Private Limited’ from time to time and, in particular and without limitation, you shall not (i) simulate any such verified movement using artificial and/or mechanical means, (ii) enlist third parties to generate MOTNs on your behalf (for the avoidance of doubt, however, you may receive transfers of MOTNs from third parties using the functionality available within the MOTION App);

(b) copy, adapt, transmit, reverse engineer, decompile, disassemble, modify, sell the MOTION App or Www.themotion.app Website(s) or any content accessible on either, save as otherwise expressly permitted by these Terms of Use or applicable law;

(c) operate more than one MOTION Account;

(d) use the MOTION App or Www.themotion.app Website(s) in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms of Use, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the MOTION App or Www.themotion.app Website(s);

(e) reproduce, frame, display or mirror the MOTION App or Www.themotion.app Website(s) other than as a necessary consequence of their normal operation by you;

(f) infringe our intellectual property rights or those of any third party in relation to your use of the MOTION App or Www.themotion.app Website(s);

(g) transmit any material that is defamatory, explicit, offensive or otherwise objectionable on the MOTION App or Www.themotion.app Website(s);

(h) use the MOTION App or Www.themotion.app Website(s) in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;

(i) employ any technology that interferes in any way with the proper operation of the MOTION App or Www.themotion.app Website(s), including by blocking any advertising or promotions displayed thereon; or

(j) collect or harvest any information or data from the MOTION App or Www.themotion.app Website(s) for any commercial purpose, save as otherwise agreed in writing by us.

If we discover any breach of this Section 6 by you, we may immediately suspend or terminate your access to the MOTION App and remove and delete any content from MOTION App or Www.themotion.app Website(s) violating this Section 6.

7. Changes and updates to the MOTION App and Www.themotion.app Website(s)

‘Motion Wellness Private Limited’ reserves the right at any time, without liability of any kind, in its absolute discretion (i) to change, suspend, restrict or disable your access to the MOTION App and/or Www.themotion.app Website(s), and/or (ii) alter the functionality or contents of the MOTION App and/or Www.themotion.app Website(s) with or without notice to you.

We may issue updates to the MOTION App from time to time. Depending upon the nature of the update, you may not be able to continue to use the MOTION App until you have downloaded the latest version of the MOTION App.

8. Contacting us

In relation to any matters concerning the MOTION App and Www.themotion.app Website(s), including any feedback, questions, complaints or claims, please contact us via our iPhone or Android application -> Profile -> Settings -> Help -> Contact us -> ...

‘Motion Wellness Private Limited’ welcomes any feedback you may have on the MOTION App.

9. No warranty

The MOTION App and Www.themotion.app Website(s) are provided “as is” and “as available” without any representation, warranty or undertaking of any kind as to the availability, performance, accuracy, or completeness of the MOTION App, Www.themotion.app Website(s) or the contents of any of them. ‘Motion Wellness Private Limited’ does not warrant or undertake that use and availability of the MOTION App and Www.themotion.app Website(s) will be uninterrupted or error-free.

TO THE MAXIMUM EXTENT POSSIBLE UNDER APPLICABLE LAW NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE IN RELATION TO THE MOTION APP OR MOTION WEBSITE(S). IF THIS EXCLUSION DOES NOT APPLY UNDER APPLICABLE LAW THE LIABILITY OF ‘Motion Wellness Private Limited’ IN RELATION TO ANY SUCH WARRANTY SHALL IN SUCH CASE BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

10. Third Party Content

For your convenience Motion Wellness Private Limited may include in the MOTION App or Www.themotion.app Website(s) links to other sites on the internet that are owned or operated by third parties (“Third Party Websites”). You also agree that ‘Motion Wellness Private Limited’ has no control over the content of Third Party Websites and does not have any responsibility for any material available on such Third-Party Websites nor for any use of or reliance on the contents of such Third Party Websites by you.

The MOTION App and Www.themotion.app Website(s) may include content submitted by other users of the MOTION App and Www.themotion.app Website(s) (“Third Party Content”). You acknowledge that any use of or reliance on such content by you is entirely at your own risk and we are not responsible for such Third Party Content. The fact that we may link to a Third Party Website, or display Third Party Content, does not imply that we endorse the site or the products or services on such Third Party Website or that we have reviewed, approved, or verified the Third Party Content.

11. No Medical Advice

The MOTION App allows you to track and verify your physical movement, generate MOTIONs and use MOTIONs to redeem goods, services and other benefits. THE SERVICES WE PROVIDE DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, ANY FORM OF MEDICAL ADVICE OR OPINION. We are not licensed medical professionals, and we are not in the business of providing medical advice. You should always consult a qualified and licensed medical professional prior to beginning or modifying any diet or exercise program. The MOTION App is not a tool for the diagnosis or prevention of disease. We do not endorse any third party products or services listed on the MOTION Marketplace and, where these relate to your health, you should always take appropriate medical advice before using them. YOUR USE OF THE MOTION MOBILE APP DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND ‘Motion Wellness Private Limited’.

12. Changes and updates to the Terms of Use

We may change or update these Terms of Use from time to time. If we decide to do this we will post such changes or updates on our website https://TheMotionApp.app/ and on the MOTION App, so that you are always aware of the terms and conditions for the use of the MOTION App and TheMotionApp Website(s). If we make a significant change to these Terms of Use, we may elect to inform registered users by email, however we do not undertake to do so. Therefore you undertake to review these Terms of Use on the MOTION App or TheMotionApp Website(s) from time to time to keep informed of any such updates and changes. Upon any such change or update to the Terms of Use, by continuing to use the MOTION App or any TheMotionApp Website(s) you agree to be bound by such change or update.

From time to time we may make available additional terms or guidance in relation to the usage of MOTION App or TheMotionApp Website(s), and where we do this, you agree to comply with such additional terms or guidance that we make available by continuing to use the MOTION App or any TheMotionApp Website(s).

13. MOTION Marketplace

The MOTION App enables users to offer goods, services and other benefits to other users that may be redeemed in exchange for MOTIONs (such functionality being the “MOTION Marketplace”).

Where you use the MOTION Marketplace to offer or redeem goods, services or other benefits in exchange for MOTIONs, any such transaction is entered into directly between you and the legal person making available the relevant goods, services or other benefits to you or redeeming such goods, services or other benefits from you, as applicable. Without limiting the effect of these Terms of Use in any way, transactions taking place on the MOTION Marketplace are subject to the legal terms of the party offering the relevant goods, services or other benefits on the MOTION Marketplace (including as stated in the actual listing), and we and our affiliates are not party to any such transactions save to the extent that we engage in transactions ourselves directly on the MOTION Marketplace.

To the extent that ‘Motion Wellness Private Limited’ agrees to administer on your behalf via ‘Motion Wellness Private Limited’ own account any offer of goods or services or other benefits in exchange for MOTIONs on the MOTION Marketplace, ‘Motion Wellness Private Limited’ shall be entitled to retain up to 100% of the MOTIONs received for its own benefit in its absolute discretion.

You agree that ‘Motion Wellness Private Limited’ has no responsibility for any goods, services or other benefits offered by you or by any third party on the MOTION Marketplace. You agree that we have no control over and do not guarantee the quality, safety or legality of any goods, services or other benefits offered by users, the truth or accuracy of their offers, the ability of users to provide any goods, services or other benefits offered, or that a user will actually complete or perform a transaction. Save as otherwise expressly agreed with you, we and our affiliates do not act as agent, contractor, partner or any form of representative of you or any other user of the MOTION Marketplace. Our operation of the MOTION Marketplace should not be taken as an endorsement (express or implied) of any goods, services or other benefits offered on it, nor of any user.

‘Motion Wellness Private Limited’ is entitled to alter the selection of goods services and other benefits on offer, and the number of MOTIONs required to redeem any such goods, services or other benefits offered, on the MOTION Marketplace, as well as to limit the number of possible redemptions of any good, service or other benefit by any user or group of users in its absolute discretion. Where we wish to do this, we will notify you first and give you the opportunity to de-list the relevant goods, services or other benefits, if you do not agree with the revised number of MOTIONs required.

You represent and warrant to us that any goods, services or other benefits that you offer on the MOTION Marketplace will: (i) conform to the description you provide for them, (ii) comply with all applicable laws and regulations, (iii) be of satisfactory quality, (iv) conform to our acceptable use requirements (stated in Section 6 above), and (v) be delivered in full once a user redeems the relevant goods services or other benefits using the requisite number of MOTIONs in accordance with your stated terms and conditions.

You agree that we may remove any listing or offer on the MOTION Marketplace at any time in our absolute discretion. All goods, services or other benefits listed on the MOTION Marketplace are offered subject to their availability (which may be limited where stated on the listing) and the applicable terms and conditions of the user listing the relevant offer, and may be withdrawn at any time before they are duly redeemed. Particular goods, services or benefits may be offered via the MOTION marketplace only to specific categories of user or to individually selected users, where we agree in writing or make available the necessary functionality to facilitate this.

You agree that disputes in relation to any goods, services or other benefit redeemed via the MOTION Marketplace shall be resolved in accordance with the terms and conditions applicable to the relevant transaction between the parties to such transaction. While we may elect to help facilitate the resolution of such disputes through programmes that we develop, to the maximum extent permitted by applicable law we accept no liability in connection with any transaction that we have not directly participated in.

We welcome feedback on MOTION Marketplace participants. In the event that we determine in our absolute discretion that any fraud has occurred or any user has breached these Terms of Use or refused or failed to honour an offer of goods, services or any other benefit it has listed on the MOTION marketplace that has been duly redeemed by another user using the requisite number of MOTIONs and in accordance with any applicable terms and conditions, we reserve the right in our absolute discretion to (i) reallocate MOTIONs between users to reimburse any aggrieved user where we deem this appropriate, and (ii) suspend or terminate the use of the MOTION App by any user(s).

You agree that we and our affiliates have no responsibility to facilitate or offer returns, exchanges or refunds in connection with transactions on the MOTION Marketplace that we have not participated in.

We make no representation, warranty or undertaking that the offer, sale, purchase, export, import or use of any goods, services or other benefits offered on the MOTION marketplace is valid and legal under the laws that apply to you. You accept sole responsibility to ensure the legality of any offer, sale, purchase, export, import or use or any goods, services or other benefits that you list or redeem using the MOTION Marketplace.

As a form of marketplace curation ‘Motion Wellness Private Limited’ may offer an option for the users to report an offer via MOTION App functionality and reserves a right after a review to delist the offer from the MOTION Marketplace.

14. Limitation of liability

You acknowledge that the MOTION App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the MOTION App meet your requirements. To the maximum extent permitted under applicable law we have no liability whether in contract, tort (including negligence) or otherwise for any (i) loss of profit, loss of business, business interruption, or loss of business opportunity, arising out of or in connection with the MOTION App, ‘Motion Wellness Private Limited’ Website(s) and/or this Agreement, or (ii) loss, damage or other liability arising out of the unavailability or malfunctioning of, or other deprivation of access to, the MOTION App or ‘Motion Wellness Private Limited’ Website(s) or any inaccurate or incomplete content on either, or (iii) any loss, damage or other liability arising as a result of any reallocation of MOTIONs by us.

We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms of Use or our negligence up to the maximum aggregate limit specified in the following paragraph.

15. Apple’s requirements

As users of the App Store operated by Apple Inc, we are required to include certain legal terms in our Terms of Use, and these are set out in Attachment 1 to these Terms of Use.

16. General

We may assign or transfer our rights and obligations under these Terms of Use to a third party. You are not entitled to assign or otherwise transfer these Terms of Use without our prior written consent. Any attempt to do so without our consent will be void.

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms of Use that is caused by any act or event beyond our reasonable control

If we fail to insist that you perform any of your obligations under these Terms of Use, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

Each of the provisions of these Terms of Use operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

These Terms of Use and their subject matter and formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction to resolve any disputes under or in connection with these Terms of Use.

Attachment 1 App Store Terms

1. The Terms of Use are concluded between you and ‘Motion Wellness Private Limited’, and not with Apple Inc (“Apple”). The MOTION App and its contents are the responsibility of us, our licensors and users of the MOTION App (to the extent that such users create, submit or distribute any content via the MOTION App) and not Apple.

2. The licence to use the MOTION App granted under these Terms of Use is a non-transferable license for you to use the MOTION App on an Apple-branded product that you own or control in accordance with the usage rules set forth in the Apple App Store Terms of Service, except that the MOTION App may be accessed, acquired, and used by other accounts associated with you via any family sharing or volume purchasing arrangements with Apple.

3. You and we acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the MOTION App. We do not offer maintenance or support services in connection with the MOTION App.

4. Apple will have no warranty obligation whatsoever with respect to the MOTION App, and any claims, losses, liabilities, damages, costs or expenses attributable to any failure of the MOTION App to conform to any applicable warranty set out in these Terms of Use will be solely our responsibility.

5. We, not Apple, are responsible for addressing any claims by you or any third party relating to the MOTION App or your possession and/or use of the MOTION App, including, but not limited to: (i) product liability claims; (ii) any claim that the MOTION App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

6. In the event of any third party claim that the MOTION App or your possession or use of the MOTION App infringes that third party’s intellectual property rights, ‘Motion Wellness Private Limited’ and not Apple will be responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.

7. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

8. You must comply with any third party terms that are applicable to the use of the MOTION App from time to time.

9. Apple and Apple’s subsidiaries are third party beneficiaries of the Terms of Use, and upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary thereof.

10. MOTION offers optional in-app purchases in the form of auto-renewing subscriptions. The subscription automatically renews unless it is canceled at least 24 hours before the end of the current period. Your account will be charged for renewal within 24 hours prior to the end of the current period. You can manage and cancel your subscriptions by going to your App Store account settings after purchase.