TERMS OF USE


General Terms of Use

April 2011

  1. Your relationship with Morphlabs
    1. Your use of this website (www.mor.ph), its sub-domains, materials, information, programs, products, software, services (referred to collectively as the “Services” in this document and excluding any services provided to you by Morphlabs under a separate written agreement) is subject to the terms of a legal agreement between you and Morphlabs. “Morphlabs” means Morphlabs, Inc. whose principal place of business is at 3601 Aviation, Suite 1000, Manhattan, Beach, CA 90266, USA. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
    2. Unless otherwise agreed in writing with Morphlabs, your agreement with Morphlabs will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “General Terms”.
    3. Your agreement with Morphlabs will also include the terms of any Legal Notices applicable to the Services, in addition to the General Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
    4. The General Terms, together with the Additional Terms, form a legally binding agreement between you and Morphlabs in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
    5. If there is any contradiction between what the Additional Terms say and what the General Terms say, then the Additional Terms shall take precedence in relation to that Service.
    6. Morphlabs reserves the right to change and update the contents of these Terms from time to time at its sole discretion.
    7. In the case of violation of these Terms, Morphlabs reserves the right to seek any and all remedies available to it by law and in equity for such violations. Violation of any of the terms and conditions set forth in these Terms will result in the termination of your account, at the sole discretion of Morphlabs.
  2. Accepting the Terms
    1. In order to use the Services, you must first agree to the Terms. You cannot and may not use the Services if you do not accept the Terms.
    2. You can accept the Terms by:
      1. clicking to accept or agree to the Terms, where this option is made available to you by Morphlabs in the user interface for any Service; or
      2. by actually using the Services. In this case, you understand and agree that Morphlabs will treat your use of the Services as acceptance of the Terms from that point onwards.
    3. You may not use the Services and may not accept the Terms if
      1. You are not of legal age to form a binding contract with Morphlabs; or
      2. You are a person barred from receiving the Services under the laws of the United States of America or other countries including the country in which you are a resident, or from which you use the Services; or
      3. You are not a human being and/or intending to register an account by “bots” and/or other automated methods; or
      4. If you are a direct competitor of Morphlabs, except with Morphlabs’ prior written consent; or
      5. If you access the Services for purposes of monitoring their performance or for any other competitive purposes.
    4. Before you continue, you should print off or save a local copy of the General Terms for your records.
  3. Language of the Terms
    1. Where Morphlabs has provided you with a translation of the English version of the Terms, then you agree that the translation is provided for your convenience only and that the English version of the Terms will govern your relationship with Morphlabs.
    2. If there is any contradiction between what the English version of the Terms says and what a translation says, then the English version shall take precedence.
  4. Provision of the Services by Morphlabs
    1. Morphlabs has affiliated legal entities (“Affiliates”) which serve as third party vendors and/or hosting partners. Sometimes, these companies will be providing the Services to you on behalf of Morphlabs itself. You acknowledge and agree that these Affiliates will be entitled to provide the Services to you.
    2. Morphlabs is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Morphlabs provides may change from time to time without prior notice to you.
    3. As part of this continuing innovation, you acknowledge and agree that Morphlabs may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally, at Morphlabsʼ sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Morphlabs, when you stop using the Services.
    4. You acknowledge and agree that if Morphlabs disables access to your account, you may be prevented from accessing the Services and your account details.
    5. Prices of all Services, including but not limited to subscription fees to the Services, are subject to change upon thirty (30) days’ notice from Morphlabs. Such notice or notices may be provided at any time by posting notice alerts on the web site or any of the sub domains, where the Service is hosted. Morphlabs may also send email notifications that explain such changes.
  5. Use of the Services by you
    1. In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You guarantee that any registration information you give to Morphlabs will always be accurate, correct, true, and up-to-date.
    2. You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States of America or other relevant countries).
    3. You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Morphlabs, unless you have been specifically allowed to do so in a separate agreement with Morphlabs. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers).
    4. You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
    5. Unless you have been specifically permitted to do so in a separate agreement with Morphlabs, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
    6. You agree that you are solely responsible for (and that Morphlabs has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Morphlabs may suffer) of any such breach. Furthermore, you agree to hold Morphlabs free and harmless from any liability, in connection with (either direct or remote), resulting from, or as a consequence of any use, abuse, performance, activity, or access of the Services, and thereby unconditionally undertake to defend and protect Morphlabs from all matters, actions, incidents, cases, and the like, arising therefrom.
  6. Your passwords and account security
    1. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
    2. Accordingly, you agree that you will be solely responsible to Morphlabs for all activities that occur under your account, as determined, noted, or recorded by Morphlabs. Such determination, notation, and record shall be at Morphlabs’ sole discretion, and shall serve as conclusive proof of the facts stated therein and to which they attest.
    3. If you become aware of any unauthorized use of your password or of your account, you agree to notify Morphlabs immediately.
  7. Privacy and your personal information
    1. For information about Morphlabs’ data protection practices, please read Morphlabs’ Privacy Policy. This policy explains how Morphlabs treats your personal information, and protects your privacy, when you use the Services.
    2. You agree to the use of your data in accordance with Morphlabs’ privacy policies.
  8. Content in the Services
    1. You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other / images, and the like) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from whom such content originated. All such information is referred to below as the “Content”.
    2. You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to Morphlabs (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told and authorized that you may do so by Morphlabs or by the owners of that Content, in a separate agreement.
    3. You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
  9. Proprietary rights
    1. You acknowledge and agree that Morphlabs (or Morphlabs’ licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Morphlabs and that you shall not disclose such information without Morphlabs’ prior written consent.
    2. Unless you have agreed otherwise in writing with Morphlabs, nothing in the Terms gives you a right to use any of Morphlabs’ trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
    3. If you have been given an explicit right to use any of these brand features in a separate written agreement with Morphlabs, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Morphlabs’ brand feature use guidelines as updated from time to time.
    4. Other than the limited license set forth in Section 11, Morphlabs acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Morphlabs that you are responsible for protecting and enforcing those rights and that Morphlabs has no obligation to do so on your behalf.
    5. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
    6. Unless you have been expressly authorized to do so in writing by Morphlabs, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
  10. License from Morphlabs
    1. Morphlabs gives you a non-assignable and non-exclusive license to use the software/s and software application platform provided to you by Morphlabs as part of the Services (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Morphlabs, in the manner permitted by the Terms.
    2. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told and authorized that you may do so by Morphlabs, in writing.
    3. Unless Morphlabs has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
  11. Content license from you
    1. You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services.
    2. You agree that Morphlabs has the exclusive right to un-publish, take offline, delete, prohibit, ban, or otherwise remove Content that is, in its sole discretion, improper or inappropriate to the Service.
    3. You confirm and warrant to Morphlabs that you have all the rights, power and authority necessary to grant the above license.
  12. Software updates
    1. The Software which you use may automatically download and install updates from time-to-time from Morphlabs. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Morphlabs to deliver these to you) as part of your use of the Services.
  13. Ending your relationship with Morphlabs
    1. The Terms will continue to apply until terminated by either you or Morphlabs as set out below.
    2. If you want to terminate your legal agreement with Morphlabs, you may do so by notifying Morphlabs at any time and closing your accounts for all of the Services which you use, where Morphlabs has made this option available to you. Your notice should be sent, in writing, to Morphlabs’ address which is set out at the beginning of these Terms.
    3. Morphlabs may at any time, terminate its legal agreement with you if:
      1. You have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
      2. Morphlabs is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
      3. The partner with whom Morphlabs offered the Services to you has terminated its relationship with Morphlabs or ceased to offer the Services to you; or
      4. Morphlabs is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
      5. The provision of the Services to you by Morphlabs is, in Morphlabs’ opinion, no longer commercially viable.
    4. Nothing in this Section shall affect Morphlabs’ rights regarding provision of Services under Section 4 of the Terms.
    5. When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Morphlabs have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 20.7 shall continue to apply to such rights, obligations and liabilities indefinitely.
    6. Morphlabs reserves the exclusive right and prerogative to retain, maintain, archive, protect, use, or store any and all data or information, without regard as to time or duration, as it may deem reasonable or necessary in the pursuit of its business or interests, or in protecting such business or interests, notwithstanding the termination or cessation of your relationship with Morphlabs.
  14. Exclusion of Warranties
    1. Nothing in these terms, including Sections 14 and 15, shall exclude or limit Morphlabs’ warranty or liability for losses which may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract, or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.
    2. You expressly understand and so agree that your use of the Services is at your sole risk and that the Services are provided “As Is” and “As Available.”
    3. In particular, Morphlabs, its affiliates, and its licensors, do not represent or warrant to you that:
      1. Your use of the Services will meet your requirements,
      2. Your use of the Services will be uninterrupted, timely, secure, or free from error,
      3. Any information obtained by you as a result of your use of the Services will be accurate or reliable, and
      4. That defects in the operation or functionality of any software provided to you as part of the Services will be corrected, rectified, or remedied.
    4. Any material downloaded or otherwise obtained or accessed through the use of the Services is done at your own discretion and risk, and that you will be solely responsible for any damage, loss, or prejudice to your computer system or other device or loss of data that results from the download or access of any such material.
    5. No advice or information, whether oral or written, obtained by you from Morphlabs or any of its affiliates, officials, employees, or personnel, or through or from the Services shall create any warranty not expressly stated in the Terms.
    6. Morphlabs further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.
  15. Limitation of Liability
    1. Subject to overall provision in paragraph 14.1 above, you expressly understand and agree that Morphlabs, its subsidiaries and affiliates, and its licensors shall not be liable to you for:
      1. Any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss;
      2. Any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of:
        1. Any reliance placed by you on the completeness, accuracy, or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Services;
        2. Any changes which Morphlabs may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services);
        3. The deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Services;
        4. Your failure, whether resulting from neglect or intent, to provide Morphlabs with accurate account information, or any information required or requested from you by Morphlabs;
        5. Your failure to keep your password or account details secure and confidential;
    2. The limitation on Morphlabs’ liability to you in paragraph 15.1 above shall apply whether or not Morphlabs has been advised or should have been aware of the possibility of any such losses arising.
  16. Copyright and trade mark policies
    1. It is Morphlabs’ policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States of America, the Intellectual Property Code) and to terminating the accounts of repeat infringers.
    2. Morphlabs, Morph eXchange, Morph Application Platform, Morph AppSpace, Morph AppCloud, Morph helpME, Morph HR, and Simplify Innovation are trademarks of Morphlabs, Inc. Other names may be trademarks of their respective owners.
  17. Advertisements
    1. Some of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
    2. The manner, mode and extent of advertising by Morphlabs on the Services are subject to change without specific notice to you.
    3. In consideration for Morphlabs granting you access to and use of the Services, you agree that Morphlabs may place such advertising on the Services.
    4. If you are using a free or trial account, you are prohibited from blocking advertisements.
  18. Other content
    1. The Services may include hyperlinks to other web sites or content or resources. Morphlabs may have no control over any web sites or resources which are provided by companies or persons other than Morphlabs.
    2. You acknowledge and agree that Morphlabs is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
    3. You acknowledge and agree that Morphlabs is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
  19. Changes to the Terms
    1. Morphlabs may make changes to the General Terms or Additional Terms from time to time. When these changes are made, Morphlabs will make a new copy of the General Terms available at www.mor.ph and any new Additional Terms will be made available to you from within, or through, the affected Services.
    2. You understand and agree that if you use (or continued use of) the Services after the date on which the General Terms or Additional Terms have changed, Morphlabs will treat your use as acceptance of the updated General Terms or Additional Terms.
  20. General legal terms
    1. Sometimes when you use the Services, you may (as a result of, or through your use of the Services) purchase and/or use a service or download a piece of software, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
    2. The Terms constitute the whole legal agreement between you and Morphlabs and govern your use of the Services (but excluding any services which Morphlabs may provide to you under a separate written agreement), and completely replace any prior agreements between you and Morphlabs in relation to the Services.
    3. You agree that Morphlabs may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
    4. You agree that if Morphlabs does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Morphlabs has the benefit of under any applicable law), this will not be taken to be a formal waiver of Morphlabs’ rights and that those rights or remedies will still be available to Morphlabs.
    5. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
    6. The Terms, and your relationship with Morphlabs under the Terms, shall be governed by the laws of the United States of America without regard to its conflict of laws provisions. You and Morphlabs agree to submit to the exclusive jurisdiction of the courts located within the State of California, USA and to the exclusion of all other courts, to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Morphlabs shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.