These Terms of Service (these “Terms”) of MOVEMENT FINANCE INC. (“Movement,” “we,” or “us”) describe your rights and responsibilities when accessing and/or using our website, including https://movement.market and/or any successor URL(s), and any and all related software, documentation, and online, mobile-enabled, and/or digital services provided by Movement (collectively, the “Service”). By accessing or using the Service, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms, and you acknowledge that you have read and understood our policies and documents as it may be updated from time to time. Movement reserves the right to modify these Terms and will provide notice of material changes as described below. These Terms apply to all visitors, users, and others who access the Service (“Users”).

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 12.2 (THE “ARBITRATION AGREEMENT”) AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 12.3 (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 12.3, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY, GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.

This is a contract between you and Movement. You must read and agree to these Terms before using the Service. If you do not agree, you may not use the Service. You may use the Service only if you have a valid email address, are eighteen (18) years of age or older, and can form a binding contract with Movement, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”). The Service is not available to any Users previously removed from the Service by Movement.

Without limiting the generality of the foregoing, any access to, or use of, the Service by non-U.S. residents is strictly prohibited and in violation of these Terms. Movement makes no representations that the Service is appropriate or available for use in other locations. By using the Service, you represent that you are a U.S. resident.

Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, non-transferable, non-sublicensable, and freely revocable limited right to use the Service for your personal, noncommercial use only, and strictly as may be permitted by the features of the Service. Movement may terminate this license at any time for any reason or no reason. Movement reserves all rights not expressly granted herein in the Service and the Movement Content (as defined below).

Your account on the Service (“User Account”) gives you access to certain services and functionalities that we may establish and maintain as part of the Service from time to time, in our sole discretion. We may maintain different types of User Accounts for different types of Users. If you open a User Account on behalf of a company, organization, or other entity (“Organization”), then (a) these Terms are an agreement between (i) us and such individual and (ii) us and that Organization; (b) “you,” as used in these Terms in the context of a license grant, assignment, restriction, obligation, acknowledgment, representation, warranty, or covenant, or in any similar context, means (i) such individual and (ii) the Organization, on behalf of the Organization and its subsidiaries and affiliates, and its and their respective directors, officers, employees, contractors, agents, and other representatives who access and/or use the Service (collectively, “Org Users”); and “your” has the corresponding meanings; (c) such individual represents and warrants to having the authority to bind that Organization to these Terms (and, in the absence of such authority, such individual may not access, nor use, the Service); (d) we may disclose information regarding such individual and such individual’s access to and use of the Service to such applicable Organization; (e) such individual’s right to access and use the Service may be suspended or terminated (and the administration of the applicable User Account may be transferred) if such individual ceases to be associated with, or ceases to use an email address associated with or provisioned by, that Organization; (f) that Organization will make all Org Users aware of these Terms’ provisions, as applicable to such Org Users, and will cause each Org User to comply with such provisions; and (g) that Organization will be solely responsible and liable for all acts and omissions of the Org Users, and any act or omission by any Org User that would constitute a breach of these Terms had it been taken by that Organization will be deemed a breach of these Terms by that Organization. By connecting to the Service via a third-party service, you give us permission to access and use your information from that service, as permitted by that service, and to store your log-in credentials and/or access tokens for that service.

You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. You must notify Movement immediately of any breach of security or unauthorized use of your User Account. Movement will not be liable for, and expressly disclaims any responsibility for, any losses caused by any unauthorized use of your User Account.

By providing Movement or its affiliates your email address, you consent to our using that email address to send you Service-related notices, including any notices required by Applicable Law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as messages notifying you of changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out of receiving such email messages by clicking on the “unsubscribe” link in the email message received and/or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

By creating a User Account and providing Movement your mobile phone number, you consent to receive auto-dialed and/or pre-recorded calls and text messages from us at the mobile phone number provided by you to us. We may place such calls or texts to (i) help keep your User Account secure through the use of two-factor authentication; (ii) help you access your User Account; and/or (iii) as otherwise necessary to service your User Account and/or to enforce these Terms, our policies, Applicable Law, and/or any other agreement we may have with you.

You agree not to engage in any of the following prohibited activities: (a) disassembling, reverse engineering, decoding, or decompiling any part of the Service (b) copying, renting, leasing, selling, distributing, modifying, making available, providing access to, or disclosing any part of the Service in any medium, including, without limitation, by any automated or non-automated “scraping”; (c) using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the servers running the Service than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Movement grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Service for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials); (d) transmitting spam, chain letters, or other unsolicited email; (e) attempting to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Service; (f) taking any action that imposes, or may impose (as determined by us, in our sole discretion), an unreasonable or disproportionately large load on our infrastructure; (g) uploading invalid data, viruses, worms, or other software agents through the Service; (h) collecting or harvesting any personal information, including account names, from the Service; (i) using the Service for any commercial solicitation purposes or other commercial purposes, including but not limited to, preparing tax documentation or filings for others in exchange for payment; (j) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, or hiding or attempting to hide your identity; (k) interfering with the proper working of the Service; (l) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; (m) collecting or harvesting any personal information, including User’s names, from the Service; or (n) bypassing the measures we may use to prevent or restrict access to the Service, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on the use of the Service or the content therein.

We may, with or without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to your User Account and/or the Service with or without notice and without liability, for any reason, including if, in our sole determination, you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you will continue to be bound by these Terms.

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Movement shall have no liability for your interactions with other Users, or for any User’s action or inaction.

The Service may allow you to submit, post, display, provide, or otherwise make available content such as profile information, images, comments, questions, and other content or information (“User Content”). If you are an Org User, then we may, in our sole discretion, assume that all of your User Content belongs to the applicable Organization.

We claim no ownership rights over your User Content, and, as between you and us, it remains yours. However, you understand that, per the below license grant to other Users, certain functionalities of the Service may allow other Users to view, edit, share, and/or otherwise interact with your User Content. Movement has the right (but not the obligation), in its sole discretion, to remove any User Content that is shared via the Service.

By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Service, you hereby expressly grant, and you represent and warrant that you have all rights necessary to grant, to Movement a fully-paid, royalty-free, transferable, perpetual, irrevocable, non-exclusive, and worldwide license, with the right to grant and authorize sublicenses, to use, copy, reproduce, store, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Service and Movement’s (and its successors’) business, including, without limitation, for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels and to perform such other actions as described in our Privacy Notice or as authorized by you in connection with your use of the Service.

For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, and service mark rights, goodwill, trade secret rights, and any and all other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

You represent, warrant, and affirm that: (a) you have the written consent of each and every identifiable natural person referred to or mentioned in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and these Terms, and each such person has released you from any liability that may arise in relation to such use; (b) you have obtained and are solely responsible for obtaining all consents as may be required by Applicable Law to post any User Content relating to third parties; (c) your User Content and Movement’s use thereof as contemplated by these Terms and the Service will not violate any Applicable Law or infringe any rights of any third party, including, but not limited to, any Intellectual Property Rights and privacy rights; (d) your User Content does not include any information or material that a governmental body deems to be sensitive or classified information, and your provision of User Content in connection with the Service is not violative of any confidentiality rights of any third party; (e) your User Content does not include nudity or other sexually suggestive content; hate speech, threats, or direct attacks on an individual or group; abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable content; content that contains self-harm or excessive violence; illegal content or content in furtherance of harmful or illegal activities; malicious programs or code; any person’s personal information without such person’s consent; and/or spam, machine-generated content, or unsolicited messages; and (f) to the best of your knowledge, all of your User Content and all other information that you provide to us is truthful and accurate.

Movement takes no responsibility and assumes no liability for any User Content that you or any other User or third party submits, posts, displays, provides, or otherwise makes available on or through the Service. You will be solely responsible for your User Content and the consequences of submitting it, posting it, displaying it, providing it, or otherwise making it available on or through the Service, and you agree that we are acting only as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Movement will not be liable for any damages you allege to incur as a result of or relating to any User Content. MOVEMENT MAY EXERCISE THE RIGHTS TO YOUR USER CONTENT GRANTED UNDER THESE TERMS WITHOUT LIABILITY FOR PAYMENT OF ANY GUILD FEES, RESIDUALS, PAYMENTS, FEES, OR ROYALTIES PAYABLE UNDER ANY COLLECTIVE BARGAINING AGREEMENT OR OTHERWISE.

Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, any software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Movement Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Movement and its licensors, providers, distributors, and suppliers (collectively, “Suppliers”). Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any such Intellectual Property Rights, and you will not access, sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works of any Movement Content. Use of the Movement Content for any purpose not expressly permitted by these Terms is strictly prohibited.

Movement may collect, maintain, process, and use, or you may provide to Movement, diagnostic, technical, usage, and related information, including information about your computers, mobile devices, systems, and software (collectively, “Usage Data”). You agree that all Usage Data is owned solely and exclusively by Movement, and, to the extent any ownership rights in or to the Usage Data vest in you, you hereby assign to Movement all rights, title, and interest in and to the same. Accordingly, Movement may use the Usage Data or any portion thereof for any lawful purpose, including, without limitation: (a) to provide and maintain the Service; (b) to develop and improve the Service; (c) to monitor your usage of the Service; (d) for research and analytics and for Movement’s other business purposes; and (e) to share analytics and other derived Usage Data with third parties, solely in deidentified or aggregated form. The Service may contain technological measures designed to prevent unauthorized or illegal use of the Service. Movement may use these and other lawful measures to verify your compliance with the terms of these Terms and to enforce Movement’s rights, including all Intellectual Property Rights, in and to the Service.

To the extent you provide any suggestions, recommendations, or other feedback relating to the Service or any other Movement products or services, (collectively, “Feedback”), such Feedback is non-confidential, and you hereby grant, and you represent and warrant that you have all rights necessary to grant, to Movement a non-exclusive, perpetual, irrevocable, transferable, royalty-free, and worldwide license, with the right to grant and authorize sublicenses, to implement, use, modify, and otherwise exploit, in any way without restriction, the Feedback, without any fees, attribution, or other obligations to you or any third party.

Certain aspects of the Service may be provided for a fee or other charge. If you elect to use such aspects of the Service, you agree to pay all applicable transaction charges for trades initiated through the Service, irrespective of whether the transaction was executed or facilitated directly by Movement or through a third party. The expected fee structure, including any percentage of the transaction value, flat fees, or other applicable charges, will be disclosed to you at the time of your transaction (the “Fee”). The Fee structure is essential to the operation and maintenance of the Services being provided to you and may be subject to updates or modifications from time to time. The Fees incurred from transactions may be automatically deducted from the transaction amount at the time of trade execution, or through other payment methods (as may be determined by us, in our sole discretion). You are required to maintain adequate funds or credit in your account to satisfy the Fees and any other incurred charges. When using the Services, you may also be subject to the terms and conditions of our affiliates including but not limited to their own payment structures. We are not responsible for any additional fees imposed by our affiliates unless explicitly stated otherwise.

In connection with payments of any Fees and/or any other monetary interaction with the Service, you may be asked to provide customary billing information such as name, billing address, and credit card information to us or to the applicable third-party payment processor. All information that you provide in connection with a monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your payment method used in connection with a monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You hereby authorize the collection of such amounts by charging your designated payment method or credit or debit card, either directly by us, or indirectly via a third-party payment processor. We cannot control any fees that may be charged to you by your bank in connection with the collection of the Fees, and we disclaim any and all liability in this regard. If you are directed to a third-party payment processor, you will be subject to terms and conditions governing the use of that third party’s service and to that third party’s personal information collection practices. Please review such terms and conditions and privacy notice before using such third party’s services. Without limiting the generality of the foregoing, you acknowledge and understand that, by using the Service, you agree to be bound by Stripe, Inc.’s Services Agreement, and by the terms of service of any other third-party payment processor(s) that we may engage from time to time in our sole discretion. You acknowledge and understand that third-party payment processors may collect and retain Third-Party Fees whenever you pay fees. Except as otherwise provided herein, fees are non-refundable. If you believe you have been improperly charged and would like to request a refund, please contact us at [email protected].

You will pay, and indemnify Movement for, all applicable taxes, if any, relating to any monetary transaction interaction with the Service. As used herein, “Third-Party Fees” means the portion of the fee(s) retained by third parties such as Stripe, Inc. and other third-party payment processors that we may engage from time to time, in our sole discretion. You will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on you upon or with respect to the transactions and/or payments under these Terms. All fees payable by you are exclusive taxes unless otherwise noted. We reserve the right to withhold taxes where required.

We care about your privacy. By using the Service, you acknowledge that we may collect, use, and disclose your personal information and aggregated and/or anonymized data as set forth in our Privacy Notice, and that your personal information may be transferred to, and/or processed in, the United States and every other country in the world.

We care about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or to use your data for improper purposes. You acknowledge that you provide your data at your own risk.

The Service may include non-public, proprietary, or confidential information of Movement and/or of other Users (“Confidential Information”). Confidential Information includes any information that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology, and marketing information. You will: (a) protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as you would use protect your own highly sensitive confidential information, but in no event with less than a reasonable degree of care; (b) not use any Confidential Information for any purpose other than to exercise your rights, or to perform your obligations, under these Terms; and (c) not disclose any Confidential Information to any person or entity, except your service providers or financial or legal advisors who/that (i) need to know the Confidential Information and (ii) are bound by non-use and non-disclosure restrictions at least as restrictive as those set forth in this Section 6.

Certain aspects of the Service may provide you the ability to view, access, and use informational content, products, or services of one or more third parties (“Third Party Content” and “Third Party Services” respectively). In each such case, you agree that you view, access or use such content and services at your own election. Your reliance on any Third Party Content and use of Third Party Services in connection with the Services is governed on one hand by this Agreement but, on the other, will also generally be subject to separate terms and conditions set forth by the applicable third party content and/or service provider. Those terms and conditions may involve separate fees and charges or may include disclaimers or risk warnings about reliance on or the accuracy of any information. It is your responsibility to understand the terms and conditions of Third Party Services, including how those service providers use any of your information under their privacy policies. Third Party Content and Third Party Services are provided for your convenience only. We do not verify, curate, or control Third Party Content. We do not control Third Party Services. As a result, we do not guarantee, endorse, or recommend such content or services to any or all Users, or the use of such content or services for any particular purpose.

By enabling a Third-Party Service within the Service, you allow Movement to pass your log-in credentials and/or other information (e.g., tokenized authentication information) to such Third-Party Service. If you access a third-party website or service (including, without limitation, a Third-Party Service) from the Service or share your User Content on or through any third-party website or service (including, without limitation, a Third-Party Service), you do so at your own risk, and you understand that these Terms and our policies do not apply to your access to or use of such sites or services. Movement disclaims all responsibility and liability for any claims, damages, losses, costs, and/or expenses caused by or relating to your access, reliance upon or use of such content or services. We have no responsibility for Third Party Content that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable to you or under the law in your jurisdiction. The choice to rely on Third Party Content or to use a Third Party Service is your own, and you are solely responsible for ensuring that your reliance or use is in compliance with all applicable laws. Dealing or correspondence with any third party that provides such content or services is solely between you and that third party. We reserve the right to change, suspend, remove, disable, or impose access restrictions or limits on the use of any Third Party Service at any time without notice.

You hereby release Movement from all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including any other User) in connection with the Service. In addition, you waive any applicable law or statute, which says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE RELEASED PARTY.”

You agree to defend, indemnify, and hold harmless Movement and its Suppliers, employees, contractors, agents, attorneys, accountants, officers, and directors from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including, but not limited to, attorneys’ fees) arising from: (a) your access to and use of the Service, including any data or content transmitted or received by you; (b) your violation of any term of these Terms, including, without limitation, your breach of any of the representations and warranties herein contained; (c) your violation of any third-party right, including, without limitation, any right of privacy or Intellectual Property Right; (d) your violation of any Applicable Law; (e) User Content or any content that is submitted via your User Account, including, without limitation, misleading, false, or inaccurate information; (f) your willful misconduct; or (g) any other party’s access to and/or use of the Service with your credentials. Movement reserves the right, in its sole discretion and at its expense, to assume the exclusive defense and control of any such claims, in which case, you agree to cooperate as reasonably requested by Movement in the defense of such claims.

9.1. The Service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by Applicable Law, the Service, the Movement Content, and any other information available on or through the Service are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Movement or through the Service will create any warranty not expressly stated herein. Without limiting the generality of the foregoing, Movement and its Suppliers do not warrant that the Movement Content or any other information contained in the Service are accurate, comprehensive, reliable, useful, or correct; that the Service will meet your requirements or satisfy or ensure compliance with any legal obligations or Applicable Law; that the Service will be available at any particular time or location, uninterrupted, or secure; that any defects or errors in the Service will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk, and you will be solely responsible for any damage to your computer system(s) or mobile device(s) or for loss of data that results from such download or from your use of the Service.

Further, MOVEMENT does not warrant, endorse, guarantee, recommend, or assume responsibility for any product or service advertised or offered by any third party through the service or any hyperlinked website or service, and MOVEMENT will not be a party to, or in any way monitor, any transaction between you and third-party providers of products or services.

United states federal law and some states, provinces, and other jurisdictions do not allow the exclusion of and/or limitations on certain implied warranties, so the above exclusions and/or limitations may not apply to you. These terms give you specific legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations under these terms will not apply to the extent prohibited by applicable law.

To the maximum extent permitted by Applicable Law, in no event will Movement or its Suppliers, employees, contractors, agents, attorneys, accountants, officers, or directors be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including, without limitation, damages for loss of profits, goodwill, use, or data, or other intangible losses, arising out of or relating to the use of, or inability to use, the Service, and/or to the Movement Content or any other information contained in the Service. Under no circumstances will Movement be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to or use of the Service or your User Account or the information contained therein.

To the maximum extent permitted by Applicable Law, Movement assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Service; (c) any unauthorized access to or use of the servers running the Service and/or any and all personal information stored therein; (d) any interruption or cessation of transmission to or from the Service; (e) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Service by any third party; (f) any errors or omissions in any Movement Content, or any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (g) User Content or the defamatory, offensive, or illegal conduct of any third party. In no event will Movement or its Suppliers, employees, contractors, attorneys, accountants, agents, officers, or directors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you paid to Movement hereunder during the twelve (12) months preceding the date on which the liability arose or $50.00, whichever is greater.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Movement has been advised of the possibility of such damage.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. These Terms give you specific legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by Applicable Law.

By utilizing the Service or interacting with the Movement Content in any way, you represent that you understand the inherent risks associated with cryptographic systems; and warrant that you understand the usage and intricacies of crypto digital wallets, and the risks associated with using native cryptographic tokens, such as smart contract based-tokens as those that follow the SPL Token Standard on Solana, and other blockchain-based software systems.

By using the Service, you understand that: (a) Movement is not responsible for the operation of the underlying software and networks facilitating any transactions; (b) there exists no guarantee of functionality, security, or availability of the underlying software or networks; (c) the underlying protocols are subject to sudden changes in operating rules which may materially affect the Service; (d) Movement may decide, in its sole discretion, not to support (or cease supporting) the certain blockchain networks entirely; and (e) Movement assumes absolutely no responsibility whatsoever in respect of any underlying software protocols. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against us, our affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth in these Terms.

The Service could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of Movement to continue to develop, or which could impede or limit your ability to access or use the Service, including access to your funds.

You further understand that the markets for digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Solana or others, are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your digital assets, or any digital assets you acquire, including through a third-party exchange accessed via the Service may lose some or all of their value and you may suffer loss due to the fluctuation of prices of tokens and/or significant price slippage and cost. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. You further acknowledge that we are not responsible for any of these variables or risks and that we cannot be held liable for any resulting losses that you experience while accessing or using the Service.

You acknowledge and understand that cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptocurrencies and the Service or Movement Content, which could result in the theft or loss of your cryptographic tokens or property. To the extent possible, it is intended to update the protocol underlying the Service to account for any advances in cryptography and to incorporate additional security measures, but does not guarantee or otherwise represent full security of the system. By using the Service or accessing Movement Content, you acknowledge these inherent risks.

You understand that blockchain technologies and associated currencies or tokens are highly volatile due to many factors including but not limited to adoption, speculation, technology and security risks. You also acknowledge that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the relevant blockchain. You acknowledge these risks and represent that Movement or any related entity or person cannot be held liable for such fluctuations or increased costs.

Although the Service is intended to provide accurate and timely information on the Service and other tools making up the Service, the Service (including, without limitation, the Movement Content) or relevant tools may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Service or relevant tools are your sole responsibility and Movement shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by any entity. Movement is not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Service or available via other relevant tools.

You agree that: (a) the Service will be deemed solely based in Delaware; and (b) the Service will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms will be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law governing these Terms, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by Applicable Law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue will be resolved under and governed by the law of the U.S. state where you reside, or the jurisdiction mutually agreed upon in writing by you and us. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our Intellectual Property Rights or other proprietary rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that Delaware is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Agreement below is found to be unenforceable.

Read this Section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from AWAKEN. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and Movement that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Service, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Service; or (d) any other aspect of your relationship or transactions with Movement, directly or indirectly, as a consumer (each, a “Claim,” and, collectively, “Claims”). This Arbitration Agreement will apply, without limitation, to all Claims that arose or were asserted before or after your agreement to these Terms.

If you are a new User, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing Movement at [email protected] with your full legal name and stating your intent to opt-out of this Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms, including the provisions regarding controlling law or the courts in which any disputes must be brought.

For any Claim, you agree to first contact us at [email protected] and to attempt to resolve the Claim with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by the American Arbitration Association (“AAA”) before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement will control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in the U.S. county where you reside or Sussex County, Delaware, unless you and Movement agree otherwise. You acknowledge and understand that, depending on the kind of User you are, either (i) each of you and us will be responsible for paying any AAA filing and administrative and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, or (ii) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; the award rendered by the Arbitrator may include your costs of arbitration, your reasonable attorneys’ fees, and your reasonable costs for expert and other witnesses; and you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this would not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and Movement agree that the Arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are, or any provision of these Terms is, unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, and/or estoppel.

Nothing in this Arbitration Agreement will be deemed as: preventing Movement from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, Intellectual Property Rights, or other proprietary rights; or preventing you from asserting claims in small claims court, provided that your claims qualify, and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, will be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, will have no impact on the remaining provisions of this Arbitration Agreement, which will remain in force, or on the parties’ ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement will be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief will be stayed pending the outcome of any individual claims in arbitration.

Regardless of the type of user you are, including whether you are a natural person or an entity, any claim must be brought in the your individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action, or other representative proceeding. This Class Action/Jury Trial Waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s Claims. you and Movement agree that the arbitrator may award relief only to an individual claimant and only to the extent necessary to provide relief on your individual claim(s). Any relief awarded may not affect other users. You and Movement further agree that, by entering into these Terms, you and awaken are each waiving the right to a trial by jury or to bring, join, or participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind as a plaintiff or class member.

You understand and acknowledge that the Service may be subject to export control laws and regulations. You will comply with all applicable import and export and re-export control and trade and economic sanctions laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations maintained by the U.S. State Department. You represent and warrant that you are not, and that no person to whom you make the Service available or that is acting on your behalf, or, if you are an Organization, that no person or entity owning 50% or more of your equity securities or other equivalent voting interests, is (a) listed on the List of Specially Designated Nationals and Blocked Persons or on any other list of sanctioned, prohibited, or restricted parties administered by OFAC or by any other governmental entity, or (b) located in, a national or resident of, or a segment of the government of, any country or territory for which the United States and every other country in the world maintain trade or economic sanctions or embargoes or that has been designated by the U.S. Government as a “terrorist supporting” region.

The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting it in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

Upon request by Movement, you will use best efforts to diligently assist Movement in responding to requests or inquiries (including providing us with any and all information) with respect to your User Account, User Content, and/or part or present transactions associated with you or your User Account.

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Movement without restriction. Any attempted transfer or assignment in violation hereof will be null and void.

Movement may provide notifications, whether such notifications are required by Applicable Law or are for marketing or other business related purposes, to you via email notice, or written or hard copy notice, or through posting of such notice on the Movement website, as determined by Movement, in its sole discretion. Movement reserves the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification as described in these Terms. Movement is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Movement may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to these Terms. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of the terms of these Terms or to any future Terms of Service, do not access or use (or continue to access or use) the Service.

These Terms, together with any amendments and any additional agreements you may enter into with Movement in connection with the Service, will constitute the entire agreement between you and Movement concerning the Service. Except as otherwise stated in the Arbitration Agreement, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.

No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or of any other term, and Movement’s failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

Please contact us at [email protected] with any questions regarding these Terms.