Terms and Conditions
Please read all the terms and conditions of this agreement with Morphio Inc (“Morphio”) carefully. By clicking “I agree”, or by using the Morphio Services, you (“Customer”) agree to be bound by the terms and conditions of this agreement, even if you have not read them. It is important to read this entire agreement. In particular, it contains provisions that may limit your rights, such as the section entitled limitations.
- Services: Services (“Service(s)”) consist of a suite of online marketing, digital media management tools and development platforms, located at https://www.Morphio.ai/ (the “Website”), which can include tools for research and analysis, campaign management, analytics and conversion tracking, and development. Among other things, the Services enable Customers to (a) obtain information related to their ongoing advertising campaigns, and (b) generate reports, analytics, and automation on web pages or advertising campaigns.
- Fees: Customer will pay Morphio the one-time and recurring monthly fees specified on the Website. Any payment not made when due will be subject to interest of two percent (2%) per month compounded monthly (equivalent to a yearly interest rate of 26.86%). Failure by the Customer to pay within 15 days of the date due may result in immediate termination of Services without notice. Morphio may alter its fees at any time on 30 days notice.
- Term: The Services are provided on a monthly basis. Customer may terminate its account and delete its data held by the Services at any time. Morphio may terminate Services by giving the Customer at least 30 days written notice, or without notice if the Customer does not comply with this agreement, or uses the Services for illegal or improper purposes in its discretion. Morphio will retain Customer reports and analytics for the Customer’s use for no more than 30 days following termination, unless the Customer deletes it earlier.
- Customer Account: Customer access to the Services requires a logon ID and password. It is the Customer’s responsibility to protect that information, including without limitation, to use effective passwords that are not easily guessed or discoverable, and keep logon ID’s and passwords confidential. Customer is responsible for any activity that occurs under its logon ID. Customer will advise Morphio immediately if it discovers any compromise of its passwords or suspects unauthorized use of the Services using its identity. A Customer may have up to 5 users per account.
- Customer Obligations: Customer must use the Morphio dashboard to connect Customer accounts that provide data (such as Google Analytics, Google Adwords, and Facebook Business Manager). By doing so Customer grants consent to Morphio to connect Morphio with those accounts and retrieve data from them. Morphio has no responsibility for the accurate set-up or maintenance of such third party accounts. Customer may use the Services only in connection with its own websites and social media accounts.
- Ownership and Use: Copyright 2018 Morphio Inc. All rights reserved. The contents of the Website and Services are owned by and copyrighted by Morphio and its suppliers and may contain trademarks of Morphio or others. Customer may print, copy or save portions of the Website for its own use only – provided that all copyright and trademark provisions contained on the Website remain intact. Morphio uses the information provided by the third party sites to perform it’s analytics, but does not retain that third party supplied information. Customer owns the information that the Service creates for it. Morphio will not share the information created by the Services with anyone other than the Customer unless legally required to do so. Morphio may collect, use, and share aggregate and statistical information that will not identify the Customer based on information created by the Services.
- Warranty: Morphio does not warrant that the Services are error free, or that they will satisfy the Customer’s expectations.
The Customer acknowledges that Morphio may provide Services using services and software provided by third parties. Notwithstanding anything else contained in this agreement, Morphio’s, and such third parties, warranties and liabilities for any matters arising from such services and software shall not exceed those provided to Morphio from such third parties.
Morphio will use reasonable efforts to enforce any service level and warranty obligations of its suppliers.
- Limitations: All promises made by Morphio are contained in this agreement. No promises implied by law (whether described as warranties, conditions, representations, or otherwise, and whether relating to merchantability, fitness, non-infringement, or otherwise) apply.
The Customer cannot collect any damages from Morphio for any reason (whether under legal theories of contract, tort, negligence, strict liability, operation of law or otherwise) that are not direct damages or exceed the amount paid by the Customer to Morphio hereunder for a 6 month period for the Services that the claim arises from.
Morphio relies on these limitations when entering this agreement and setting its fees. They are a fundamental and essential part of our arrangement, and apply even if this agreement has failed in its fundamental or essential purpose or been fundamentally breached
- Confidential Information: Confidential Information is all information of either party that is not generally known to the public, whether of a technical, business or other nature (including, without limitation, trade secrets, know-how and information relating to technology, business plans, assets, liabilities, prospects, finances, source and object code, product capabilities or lack thereof, identity and number of a party’s employees or contractors and their backgrounds or knowledge, identity of customers or business partners), that is disclosed by a party to the other or that is otherwise learned by the other in the course of its discussions or business dealings with the other, and that has been identified as being proprietary and/or confidential or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as proprietary and/or confidential.
Confidential Information shall not include (except for any personally identifiable information about an individual that relevant privacy legislation or policies do not allow to be disclosed): (a) any Confidential Information that is in the public domain at the time of its disclosure or which thereafter enters the public domain through no action of the receiving party, direct or indirect, intentional or unintentional; (b) any Confidential Information which the receiving party can demonstrate was in its possession or known to it prior to its receipt, directly or indirectly, from the other party; (c) any Confidential Information that is disclosed to the receiving party by another party not in violation of the rights of the other party or any other person or entity; and (d) any Confidential Information which is either compelled by law or by the order of a court of competent jurisdiction to be disclosed.
The parties shall (i) not use Confidential Information for any purpose other than that contemplated by this agreement; (ii) not disclose Confidential Information to anyone without the prior written authorization of the disclosing party, during the term of this agreement or at any time thereafter; (iii) handle, preserve and protect Confidential Information with at least the same degree of care that it affords or would afford to its own Confidential Information, including taking all reasonable efforts to avoid disclosure of such Confidential Information to any third party, at any time; (iv) disclose Confidential Information only to its employees or subcontractors who require such information in order to perform the party’s obligations with the other, and are under confidentiality obligations.
- Promotion: Morphio may for promotional purposes identify the Customer as a customer by using its logo and name.
- Prior agreement: This agreement contains the complete and exclusive statement of the agreement between the parties and supersedes all prior and contemporaneous agreements, purchase orders, understandings, proposals, negotiations, representations or warranties of any kind whether written or oral. No oral or written representation that is not expressly contained in this agreement is binding on either party. This agreement cannot be amended or modified, other than by a change made in writing, dated and executed by the parties. If there is both an executed version of this agreement and a version entered by other means the executed version shall govern if the terms differ.
- Survival: The provisions of this agreement pertaining to Confidential Information, privacy, and ownership shall survive the termination of this agreement. Other sections pertaining to rights and obligations which by their nature should survive termination are hereby confirmed to so survive.
- Force Majeure: Morphio is not liable for an omission or delay in the execution of its obligations hereunder caused by an event beyond its reasonable control. The time for the performance of the obligation that is so delayed shall be extended by a reasonable time, but payments shall not be delayed.
- Notice: All required notices, or notices which may be provided in accordance with this agreement, shall be in writing and shall be duly provided for if the notice is remitted to its addressee by courier, mail, or e-mail, if to Morphio to xxxx and if to the Customer to the address provided by the Customer, or such other address as the party which is to receive the notice indicates to the party providing the notice, in the manner provided for in this section. Every notice delivered in the manner provided for herein shall be deemed to have been received: when delivered or by e-mail the first business day after the date received; or the fifth business day following the date of mailing, if sent by mail.
- Changing these terms: Morphio may change these terms by posting notice on the Website. These terms were last revised on December 6, 2018.