1. GENERAL

1.1 A person becomes a “Publisher” under these Publisher Terms upon completing and submitting the Publisher Registration Form and Movement Care receiving the first payment of the Publisher Annual Contribution in accordance with these Publisher Terms.

1.2 A person may only be a “Publisher” if they are:

• (a) a User who is 13 years of age or older, and where that User is aged 13 to 17, that User has a parent or guardian who has agreed to supervise and accept responsibility and liability for that User’s participation as a “Publisher” on the Movement Care Platform; or

• (b) an Enterprise on the Movement Care Platform.

If a person ceases to be a User or Enterprise, that person cannot be a “Publisher,” and these Publisher Terms will terminate in accordance with clause 17.4.

1.3 Upon becoming a “Publisher” under these Publisher Terms, the Publisher agrees to, and must comply with the:

• (a) Publisher Terms – This explains what the Publisher can and cannot do in relation to publishing Courses in the Movement Care Marketplace and details how the Publisher may earn Monthly Revenue Share in respect of Courses and Playlists;

• (b) Acceptable Use Policy – This explains what the Publisher can and cannot do in relation to using the Movement Care System, Movement Care Platform, and Movement Care Marketplace;

• (c) Privacy Policy – This explains what the Publisher and Movement Care can and cannot do in relation to Personal Information collected, disclosed, used, and/or otherwise stored on the Movement Care System; and

• (d) List of Common Definitions – This provides definitions that are commonly used in various Movement Care documentation, including but not limited to this document.

In this document, unless the context otherwise requires, or as otherwise specified, the definitions in the List of Common Definitions will apply. If there is any inconsistency between this document and the List of Common Definitions, this document will prevail to the extent of any inconsistency.

1.4 These Publisher Terms act separately and independently of the User Terms and the Enterprise Licence Agreement. The Publisher Terms are, however, conditional on the Publisher being a User or an Enterprise. A person cannot be a “Publisher” unless they are, at the same time, a User or an Enterprise. A person can, however, be a User or an Enterprise and not be a Publisher.

1.5 The Publisher acknowledges and agrees that the User Terms or Enterprise Licence Agreement which the Publisher has entered into continue to apply notwithstanding these Publisher Terms. If there is an inconsistency between any of these documents, the Publisher Terms will prevail to the extent of any inconsistency.

1.6 Subject to clause 15.5, these Publisher Terms may be varied by Movement Care from time to time without further notice to the Publisher.

2. GRANT OF LICENCE

2.1 The Publisher grants Movement Care, and Movement Care accepts, a non-exclusive licence to:

• (a) market, promote, advertise, distribute, and deliver the Courses in the Movement Care Marketplace, and otherwise in relation to or through the Movement Care Platform;

• (b) include a Course in Marketplace Playlists, and/or make Courses available to be included in Marketplace Playlists, and market, promote, advertise, distribute, and deliver such Playlists in the Movement Care Marketplace, and otherwise in relation to or through the Movement Care Platform;

• (c) sell Sub-Licences of Courses and Playlists to Users and Enterprises;

• (d) sub-licence the Publisher Content to Users, Enterprises, Movement Care Partners, Related Entities, and other third parties for the purposes of clause 2.1(a) to (c); and

• (e) use, vary, or otherwise deal with the Courses and Publisher Content for the purposes of clauses 2.1(a) to (d), subject to and on these Publisher Terms.

2.2 The Publisher grants Movement Care, and Movement Care accepts, a non-exclusive licence to use the Publisher’s name, likeness, image, trademark, logo, business name, voice, and other promotional materials for the purposes of clause 2.1.

2.3 The Publisher acknowledges and agrees that no person has the right to be a “Publisher,” and Movement Care may, at its discretion, refuse to allow a person to be a “Publisher” or may, at any time, determine that a person may not become, or may no longer be, a “Publisher” under these Publisher Terms.