IntroductionAt Morpholio, we want to help build a better design community. We are designers ourselves, and we believe that an open exchange of ideas and information is a benefit to all. Our mission is to help foster that exchange.
As part of this mission, we also believe that the work collected and shown using Morpholio’s applications and products is your work, not ours. It should be your choice about how it is seen and used. If you wish to have it be posted in any of our public forums such as Pinup, then that choice should be up to you. If you wish to allow your work to be seen by only those who you invite to view it, then we support that, too.
Of course the reality of making this community work requires certain terms and conditions- the "legal stuff". It also means that in order to maintain the functionality of our products and services and to address any issues that may be raised about the suitability of your content or any copyright infringements, we need to be able to view your content if necessary. We also need to be able to promote Morpholio in the marketplace in order to expand the reach of our community.
Below please find our Terms of Service.
Terms of Service
1. Your relationship with Morpholio1.1 Your use of Morpholio's products, software, services, mobile/tablet apps, and web sites (referred to collectively as the "Services" in this document and excluding any services provided to you by Morpholio under a separate written agreement) is subject to the terms of a legal agreement between you and Morpholio. For the avoidance of doubt, Morpholio’s products include, but are not limited to Morpholio, Morpholio Trace, Morpholio Exhibit, and Morpholio Board, also referred to as Trace, Exhibit and Board respectively. "Morpholio" means Morpholio LLC, whose principal place of business is at 4441 Six Forks Rd, Suite 106-223, Raleigh, NC 27609 (USA), United States. Morpholio, when used herein, shall refer to and include Morpholio, Morpholio LLC, and any associated or subsidiary companies, products, services, applications, and software (including, but not limited to Morpholio, Morpholio Trace, Morpholio Exhibit, and Morpholio Board). This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing with Morpholio, your agreement with Morpholio will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the "Universal Terms".
1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Morpholio 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".
1.5 If there is any contradiction within or between any of the Universal Terms and Additional Terms then the terms which are more stringent at protecting the rights of Morpholio, its Services, and its owners, operators, and staff shall govern. All of the terms and conditions in the Terms in the Universal and Additional Terms shall be considered an integrated and cohesive entity and any contradictions shall not invalidate any of the other terms and conditions.
2. Accepting the Terms2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms herein.
2.2 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by Morpholio in the user interface for any Service; or
(B) by actually using the Services in any way. In this case, you understand and agree that Morpholio will treat your use of the Services as acceptance of the Terms from that point onwards. You acknowledge that even without clicking to accept or agree to the Terms explicitly, you are agreeing to and accepting these Terms through use of the Services in any way.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Morpholio, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
2.4 Before you continue, you should print or save a local copy of the Universal Terms and any Additional Terms for your records.
3. Language of the Terms3.1 Where Morpholio has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Morpholio.
3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
4. Provision of the Services by Morpholio4.1 Morpholio 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 Morpholio provides may change from time to time without prior notice to you.
4.2 As part of this continuing innovation, you acknowledge and agree that Morpholio may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Morpholio's sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Morpholio when you stop using the Services. You also acknowledge that if Morpholio changes, disables, discontinues or in any way alters the Services, intentionally or not, that Morpholio shall in no way be liable or responsible to you for any inconvenience, cost, damage, financial or otherwise, either direct or consequential.
4.3 You acknowledge and agree that if Morpholio disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content that is contained in your account.
4.4 You acknowledge and agree that while Morpholio may not currently have set a fixed upper limit on the number of data transmissions (including but not limited to user-generated digital collections and comments) that you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by Morpholio at any time, at Morpholio's discretion.
5. Use of the Services by you5.1 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 agree that any registration information you give to Morpholio will always be accurate, correct and up to date.
5.2 You agree to use the Services only for purposes that are permitted by (a) these 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 or other relevant countries).
5.3 You agree not to alter or access (or attempt to alter or access) any of the Services by any means other than through the interface that is provided by Morpholio, unless you have been specifically allowed to do so in a separate agreement with Morpholio. 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).
5.4 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).
5.5 Unless you have been specifically permitted to do so in a separate agreement with Morpholio, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
5.6 You agree that you are solely responsible for (and that Morpholio 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 Morpholio may suffer) of any such breach.
5.7 You agree not to collect or harvest any personally identifiable information from the Services, nor to use the communication systems provided by the Services (including comments and email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Services with respect to their Content.
5.8 You agree not to use the Services for any of the following commercial uses without Morpholio's prior written approval:
(A) the sale of access to the Services; or
(B) the sale of advertising, sponsorships, or promotions placed on or within the Services or Content; or
(C) using the Services (any part of the Services) to provide similar content and functionality under a business name, entity, or identity other than Morpholio.
5.9 The Service is controlled and offered by Morpholio from its facilities in the United States of America. Morpholio makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and risk and are responsible for compliance with local law.
6. Your passwords and account security6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
6.2 Accordingly, you agree that you will be solely responsible to Morpholio for all activities that occur under your account.
6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify Morpholio immediately at firstname.lastname@example.org.
6.4 You may never use another's account without permission. Although Morpholio will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Morpholio or others due to such unauthorized use.
7.2 You agree to the use of your data in accordance with Morpholio's privacy policies.
8. Content in the Services8.1 You understand that all information (including but not limited to written text, digital images, videos, and audio files) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated and is provided to you "as is". All such information is referred to below as the "Content".
8.2 You should be aware that Content presented to you as part of the Services, including but not limited to user-generated content, shared digital collections and advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by other users, the sponsors or advertisers who provide that Content to Morpholio (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 notified, in writing, that you may do so by Morpholio or by the owners of that Content, in a separate agreement.
8.3 Morpholio reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service at its sole discretion and for its own reasons which do not need to be justified to you or any other entity.
8.4 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. In addition, Morpholio is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Morpholio with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Morpholio, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.
8.5 You agree that you are solely responsible for (and that Morpholio has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Morpholio, or other parties, may suffer) by doing so. Morpholio does not endorse any Content submitted to the Services by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and Morpholio expressly disclaims any and all liability in connection with Content.
8.6 You shall not download any Content unless you see a "download", "print", or similar link, either written or graphic, displayed by Morpholio on the Services for that Content. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of Morpholio or the respective licensors of the Content unless specifically authorized to do so via a "download", "print", "share", "send", "email" or similar action link, either written or graphic on the Services for that Content. Morpholio and its licensors reserve all rights not expressly granted in and to the Services and the Content.
8.7 You agree not to circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or the Content therein.
8.8 Morpholio reserves the right to decide whether Content violates these Terms of Service for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, excessive length, or non-approved commercial use. Morpholio may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a user's account. However, Morpholio is in no way responsible for maintaining, monitoring, inspecting, or otherwise overseeing the Content of any of the users for any purpose, including applicability with any laws within any jurisdiction. This is solely the responsibility of the user.
8.9 By using any Morpholio products, software, applications or Services and/or by uploading or posting images on Morpholio or any of its products, you grant to Morpholio full and unrestricted access to your images, graphics, video and audio files, text, or any other works. The purpose of such access includes maintaining the functionality of the products and services and for monitoring any content which Morpholio may deem necessary.
8.10 You acknowledge that you have full rights, including copyrights, for any images, materials, texts, graphics or other Content that you post to, upload, or otherwise provide, submit, or use with any Morpholio Services. You agree that Morpholio will in no way be liable or accountable, in any way, including third party copyright or patent infringement, for any materials that you use, manipulate or provide with or on Morpholio products, software, or Services.
8.11 You acknowledge that by using the Morpholio products and services, you may be sharing your images, graphics, text or any other Content with other third parties if you invite them or give them access to your Content or if you post your Content in any public forum that may be available as part of the Morpholio products and services. Otherwise, access to your content will be available and viewable only to you.
8.12 You also acknowledge that certain Morpholio products, applications, or functions, such as, but not limited to, "Printables", "Pinup", "Morpholio Trace" "Morpholio Board" or "Morpholio Exhibit", may allow third parties to view, transmit or print Content that you have posted in a publically accessible forum. In such cases, you acknowledge that individuals who use your Content may not provide credit or acknowledgement to you of your content.
8.13 Morpholio will not sell your Content to any third parties. However, your Content may be used by Morpholio only for inclusion in promotional materials for Morpholio products and services. In such cases, Morpholio will only use Content which you have placed in a public forum, such as "Pinup", and Morpholio will provide credit and attribution to your Content. You acknowledge that in such cases your images, graphics, texts, or any other Content may ultimately be displayed by other third parties or third party media in reference to Morpholio’s products and services and that when used by another party, that party may or may not provide credit or acknowledgement of your Content.
9. Proprietary rights9.1 You acknowledge and agree that Morpholio owns 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 Morpholio and that you shall not disclose such information without Morpholio's prior written consent.
9.2 Unless you have agreed otherwise in writing with Morpholio, nothing in the Terms gives you a right to use any of Morpholio's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
9.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Morpholio, then you agree that your use of such features shall be in compliance with that agreement, and any applicable provisions of these Universal and Additional Terms.
9.4 Other than the limited license set forth herein, Morpholio acknowledges and agrees that it obtains no right, title or interest from you 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 Morpholio, you agree that you are responsible for protecting and enforcing those rights and that Morpholio has no obligation to do so on your behalf.
9.5 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.
9.6 Unless you have been expressly authorized to do so in writing by Morpholio, 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 Morpholio10.1 Morpholio gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software, products or services provided to you by Morpholio as part of the Services as provided to you by Morpholio (may be 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 Morpholio, in the manner permitted by the Terms.
10.2 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 that you may do so by Morpholio, in writing.
10.3 Unless Morpholio 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 you11.1 You retain copyright and any other rights you already hold for Content which you submit, post or display on or through, the Services.
11.2 You understand and agree that Morpholio may retain, display, or distribute images or copies of your Content in Morpholio’s promotional materials, even if that Content has been subsequently removed or deleted.
11.3 You understand that Morpholio, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit Morpholio to take these actions.
11.4 You confirm and warrant to Morpholio that you have all the rights, power and authority necessary to grant the above license.
11.5 You agree that Content you submit to the Services will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have written permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Morpholio all of the license rights granted herein. Morpholio will remove all Content if properly notified that such Content infringes on another's intellectual property rights. Morpholio reserves the right to remove Content without notice.
11.6 You further agree that you will not submit to the Services any Content or other material that is contrary to the Morpholio Usage Guidelines, currently found at http://mymorpholio.com/legal/morpholio_guidelines.html, which may be updated from time to time, or contrary to applicable local, national, and international laws and regulations.
12. Software updates12.1 The Software which you use may automatically download and install updates from time to time from Morpholio. 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 Morpholio to deliver these to you) as part of your use of the Services.
13. Ending your relationship with Morpholio13.1 Your obligation under the Terms will continue to apply until terminated by Morpholio as set out below.
13.2 If you want to terminate your use of Morpholio or any of its products or services, you may do so by (a) notifying Morpholio at any time and (b) closing your accounts for all of the Services which you use, where Morpholio has made this option available to you. Your notice should be sent, in writing, to Morpholio's address which is set out at the beginning of these Terms. Such termination shall not relieve you of obligations or responsibilities related to your Content or the use of the Services.
13.3 Morpholio may at any time, terminate its legal agreement with you if:
(A) 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
(B) Morpholio is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) the partner with whom Morpholio offered the Services to you has terminated its relationship with Morpholio or ceased to offer the Services to you; or
(D) Morpholio 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
(E) the provision of the Services to you by Morpholio is, in Morpholio's opinion, no longer commercially viable; or
(F) any other reason deemed appropriate by Morpholio.
13.4 Nothing in this Section shall affect Morpholio's rights regarding provision of Services under Section 4 of the Terms.
13.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Morpholio 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.
14. Exclusion of Warranties14.1 Nothing in these terms, including sections 14 and 15, shall exclude or limit Morpholio's warranty or liability for losses which may not be lawfully excluded or limited by applicable law as defined herein. Accordingly, only the limitations which are lawful under this agreement will apply to you and our liability will be limited to the maximum extent permitted by law.
14.2 You expressly understand and agree that your use of any Morpholio services, applications, products, and software is at your sole risk and that the Services are provided "as is" and "as available."
14.3 In particular, Morpholio, its subsidiaries and affiliates, and its licensors do not represent or warrant to you that:
(a) your use of any Morpholio services, products, applications, or software will meet your requirements,
(b) Your use of any Morpholio services, products, applications, or software will be uninterrupted, timely, secure or free from error,
(c) Any information obtained by you as a result of your use of any Morpholio services, products, applications, or software will be accurate or reliable, and
(d) That defects in the operation or functionality of any software provided to you as part of any Morpholio services, products, applications, or software will be corrected.
14.4 Any material downloaded or otherwise obtained through the use of any Morpholio services, products, applications, or software is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material. Morpholio will also not be responsible for any damage of any kind to you, your property, physical or intellectual, businesses, finances, or for any consequential damages.
14.5 No advice or information, whether oral or written, obtained by you from Morpholio or through or from any Morpholio services, products, applications, or software shall create any warranty not expressly stated in the Terms.
14.6 Morpholio 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 Liability15.1 Subject to overall provision in Article 14 above, you expressly understand and agree that Morpholio, its parent corporation, owners, officers, directors, employees and agents, subsidiaries and affiliates, and its licensors shall not be liable to you for:
(a) 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;
(B) any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of:
(i) 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;
(ii) any changes which Morpholio may make to the services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services);
(iii) 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;
(iii) your failure to provide Morpholio with accurate account information;
(iv) your failure to keep your password or account details secure and confidential;
15.2 The limitations on Morpholio's liability to you in paragraph 15.1 above shall apply whether or not Morpholio has been advised of or should have been aware of the possibility of any such losses arising.
15.3 To the extent permitted by applicable law, you agree that you will not take legal or other action of any kind against Morpholio, its parent corporation, owners, officers, directors, employees and agents, for any reason, including but not limited to all claims, damages, consequential damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees). This obligation will survive these Terms of Service and your use of the Services.
16. Copyright and Trademark Policies16.1 It is Morpholio's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of infringers.
16.2 If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
(A) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(B) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
(C) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
(D) information reasonably sufficient to permit the Service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
(E) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(F) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
16.3 If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:
(A) your physical or electronic signature;
(B) identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
(C) a statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
(D) your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Raleigh, North Carolina, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Morpholio may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Morpholio's sole discretion.
16.4 For clarity, only DMCA notices and counter-notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Morpholio customer service at email@example.com. You acknowledge that if you fail to comply with all of the requirements of this Section 16.2 and Section 16.3, your DMCA notice or counter-notice may not be valid. Morpholio's designated Copyright Agent to receive notifications of claimed infringement and counter-notices is: Sang Lee, 4441 Six Forks Rd, Suite 106-223, Raleigh, NC 27609 (USA), email: firstname.lastname@example.org, fax: 123-234-3456. If Sang Lee is no longer available or authorized to be a Copyright Agent for Morpholio, then requests for clarification of the Copyright Agent may be sent via email to email@example.com.
17. Advertisements17.1 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.
17.2 The manner, mode and extent of advertising by Morpholio on the Services are subject to change without specific notice to you.
17.3 In consideration for Morpholio granting you access to and use of the Services, you agree that Morpholio may place such advertising on the Services.
18. Other Content18.1 The Services may include hyperlinks to other web sites or content or resources. Morpholio may have no control over any web sites or resources which are provided by companies or persons other than Morpholio.
18.2 You acknowledge and agree that Morpholio 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.
18.3 You acknowledge and agree that Morpholio 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 Terms19.1 Morpholio may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, Morpholio will make a new copy of the Universal Terms available at http://mymorpholio.com/legal/morpholio_terms.html and any new Additional Terms will be made available to you from within, or through, the affected Services.
19.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Morpholio will treat your use as acceptance of the updated Universal Terms or Additional Terms.
19.3 You understand and agree that Morpholio has no obligation to provide notification of changes to the Universal Terms or the Additional Terms and that it is your responsibility to maintain current awareness of the latest Terms.
20. General legal terms20.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, 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.
20.2 The Universal and Additional Terms constitute the whole legal agreement between you and Morpholio and govern your use of the Services (but excluding any services which Morpholio may provide to you under a separate written agreement), and completely replace any prior agreements between you and Morpholio in relation to the Services.
20.3 You agree that Morpholio may provide you, but is under no obligation to provide you, with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
20.4 You agree that if Morpholio does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Morpholio has the benefit of under any applicable law), this will not be taken to be a formal waiver of Morpholio's rights and that those rights or remedies will still be available to Morpholio.
20.5 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.
20.6 You acknowledge and agree that each member of the group of companies of which Morpholio is the parent, including their officers, directors, employees and agents, shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
20.7 The Terms, and your relationship with Morpholio under the Terms, shall be governed by the laws of the State of North Carolina without regard to its conflict of laws provisions. You and Morpholio agree to submit to the exclusive jurisdiction of the courts located within the county of Wake County, North Carolina to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Morpholio shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
20.8 To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Morpholio, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, consequential damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Services; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Services.
21. Advisory Council Terms and Conditions21.1 Scope of Work
The Advisory Council member agrees to offer some or all of the following services for the purposes of assisting and promoting Morpholio LLC and its associated Applications:
(a) To contribute to the advancement of the Morpholio Project and the Morpholio, Morpholio Trace, Morpholio Exhibit, Morpholio Board, or other Applications whenever possible by the promotion of the Morpholio LLC products through the Advisor's website, media, events, presentations, contacts, associates, advertisements, etc.;
(b) To review the Morpholio LLC products and provide recommendations regarding improvements to the software, user interface, functions, content, etc.;
(c) To volunteer work or images for use by Morpholio in promoting the application;
(d) To offer strategic business or financial advice regarding expanding Morpholio LLC's business, sales, network, and market share;
(e) To meet with key representatives of Morpholio LLC on a periodic basis to exchange ideas, strategies, commentaries, and observations about Morpholio LLC's products.
21.2 Rights and Responsibilities
The Advisor and Morpholio LLC shall have the following rights and responsibilities:
(a) The Advisor agrees to carry out his or her Scope of Work herein in a timely and professional manner.
(b) The Advisor shall be allowed to identify themselves as a member of the Morpholio LLC Advisory Council and to display the Morpholio LLC logo in their promotional materials, be they electronic or printed.
(c) Morpholio LLC shall be allowed to identify the Advisor, or his or her company or organization if they are acting on behalf of a company or organization with regards to its interactions and associations with Morpholio LLC, as a member of the Advisory Council and shall be allowed to use the Advisor's firm or organization name and its logo within Morpholio LLC's promotional materials, be they electronic or printed.
(d) Morpholio LLC shall be allowed to use any images, documents, text, or graphic materials that the Advisor submits to Morpholio LLC, or its staff, as part of Morpholio LLC's website, Applications, promotional materials, or any other materials and communications, be they electronic, printed, or verbal.
21.3 Status of Advisory Council members
All work and services described herein shall be performed by the Advisory Council member as an independent Advisor and not as an employee of Morpholio, LLC. The Advisor's role shall not be considered or construed to be a partnership or joint venture, and Morpholio LLC shall not be liable for any obligations incurred by Advisor. The Advisor shall not act as an agent of Morpholio LLC, ostensibly or otherwise, nor bind Morpholio LLC in any manner, unless specifically authorized to do so in writing. The Advisor is solely responsible for the manner and the performance of the tasks to be completed and services to be provided as noted herein, and is solely responsible for supplying and using his own equipment that may be necessary to perform this work.
21.4 Period of Performance
The Advisor shall maintain its position on the Advisory Council for such time as it is agreeable to both parties. Either party may terminate the Advisor's position in accordance with the terms herein.
21.5 Compensation and Insurance
The Advisor recognizes that his or her services as a member of the Advisory Council is strictly a voluntary position and that Morpholio LLC shall have no obligation or responsibility to pay, compensate or reimburse the Advisor in any way for his or her services.
The Advisor will not be treated as an Employee of Morpholio LLC for Federal or State tax or other purposes, nor will the Advisor be eligible for Morpholio LLC Employee Benefits including but not limited to Workers Compensation and disability benefits. The Advisor shall be responsible for obtaining and carrying, at its own expense, all insurance including Workers' Compensation and General Liability Insurance as required by law. Morpholio LLC shall not provide any insurance coverage of any kind for the Advisor or the Advisor's employees.
21.6 Amendment and termination
Either Morpholio LLC or the Advisor may terminate the Advisor's position on the Advisory Council at any time as either party sees fit without expressed cause or need of justification. Termination of the Advisor's Position on the Advisory Council by Morpholio LLC does not require the consent of the Advisor. If terminated, Morpholio LLC shall provide the Advisor such notification in writing and the Advisor shall acknowledge receipt. Termination will be effective as of the date of the receipt of the termination by the Advisor. Upon termination, the Advisor shall immediately relinquish all rights as stated herein. If the Advisor chooses to terminate their role on the Advisory Council, the Advisor shall notify Morpholio LLC in writing no less than five business days prior to the termination.
21.7.1 Non-Disclosure of Trade Secrets, Customer Lists and Other Proprietary Information
The Advisor agrees not to use, disclose or communicate, in any manner, proprietary information about Morpholio LLC, its operations, clientele, or any other proprietary information, that relate to the business of Morpholio LLC. This includes, but is not limited to, the names of Morpholio LLC's customers, its marketing strategies, operations, software source codes, product information, products or services in development, or any other information of any kind which would be deemed confidential or proprietary information of Morpholio LLC. The Advisor acknowledges that all such information is material and confidential and that it affects the profitability of Morpholio LLC.
The Advisor agrees to not recruit any of Morpholio LLC's employees, staff or independent contractors for the purpose of its own or any other outside business either during or after the Advisor's tenure of consulting with Morpholio LLC. The Advisor agrees that such effort at recruitment also constitutes a violation of the Terms and Conditions set forth herein.
The Advisor agrees to refrain from any interest, of any kind whatsoever, in any business competitive to Morpholio LLC's business. The Advisor further acknowledges they will not engage in any form of activity that produces a "conflict of interest" with those of the Morpholio LLC unless agreed to in advance and in writing.
21.8 Property rights
21.8.1 Copyrights, Inventions and Patents
The Advisor understands that any copyrights, inventions or patents created or obtained, in part or whole, and any intellectual property, ideas, concepts, drawings, documents, images, experiments, etc. created during the period of time or interaction with Morpholio LLC as part of the services defined herein are also to be considered the property of Morpholio LLC, regardless of the source of these ideas, concepts or other items described herein. The Advisor assigns to Morpholio LLC, without any compensation whatsoever, all rights and interest in any copyright, invention, patents or other property, intellectual or otherwise, described herein as it relates to the business of Morpholio LLC.
By agreeing to this, the Advisor acknowledges that his or her contributions to Morpholio LLC are unique to Morpholio LLC's success and that they have significant access to Morpholio LLC's trade secrets and other confidential or proprietary information regarding Morpholio LLC's customers or clients.
21.8.2 New customers or users generated
The Advisor agrees that any customers or users generated by the Advisor pursuant to their role with Morpholio LLC are the customers or users of Morpholio LLC and are subject to the non-disclosure and other covenants set forth herein.
21.8.3 Return Upon Termination
The Advisor agrees that upon termination they will return to Morpholio LLC all of Morpholio LLC's property, including, but not limited to, intellectual property, trade secret information, user lists, records and accounts, materials subject to copyright, trademark, or patent protection, customer and Morpholio LLC information, business documents and reports.
21.9 Indemnification and Limitation of Liability
The Advisor shall defend, indemnify, hold harmless, and insure Morpholio LLC, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, consequential damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising out of, any negligence or misconduct on the Advisor's part, or from any breach or default of these Terms herein which is caused or occasioned by the acts of the Advisor.
Morpholio LLC shall not be responsible for any loss or damage to the Advisor, the Advisor's company or organization, or any third parties caused by Morpholio LLC software, Applications, use, products, or services. Morpholio LLC shall not be liable for any direct, indirect, special, incidental., or consequential damages, whether based on contract or tort or any other legal theory, arising out of any issue of software, Applications, use, products, services, or any performance of the Terms and Conditions herein.
It is understood and agreed that the services to be rendered by the Advisor are unique and that the Advisor shall not assign, transfer, contract or otherwise dispose of the Advisor's rights or duties hereunder, in whole or in part, to any other person, firm or corporation.
21.11 Governing Law
Regardless of the place of physical execution or performance, these Terms and Conditions herein shall be construed according to the laws of the State of North Carolina without regard to its conflict of laws provision, and shall be deemed to have been executed in the State of North Carolina.
21.12 General Provisions
(a) Severability: If a court finds any provision of the Terms and Conditions herein invalid or unenforceable, the remainder of the Terms and Conditions shall be interpreted so as best to effect the intent of the parties.
(b) Integration: These Terms and Conditions herein expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings.
(c) Waiver: The failure to exercise any right provided in the Terms and Conditions herein shall not be a waiver of prior or subsequent rights.
(d) Attorney Fees and Expenses: In a dispute arising out of or related to these Terms and Conditions herein, if Morpholio LLC is the prevailing party, it shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures.
(e) Governing Law: These Terms and Conditions shall be governed in accordance with the laws of the State of North Carolina.
(f) Jurisdiction: The parties consent to the exclusive jurisdiction and venue of the federal and state courts located in North Carolina in any action arising out of or relating to the terms herein. The parties waive any other venue to which either party might be entitled by domicile or otherwise.
(g) These terms are subject to change without notice by Morpholio LLC.
(h) The Advisor shall be bound by and shall comply with all of the requirements, terms, and conditions of the Universal Terms, Additional Terms, Terms of Service and Usage Guidelines, and all other obligations as set forth herein or as stated in Morpholio LLC's website or as part of the Morpholio, Morpholio Trace, Morpholio Exhibit, Morpholio Board, or other Morpholio Applications.
Contact MorpholioIf you have any concerns regarding these terms of service, please contact us at firstname.lastname@example.org or write to us at:
Terms of Service
c/o Morpholio LLC
4441 Six Forks Rd, Suite 106-223
Raleigh, NC 27609 (USA)
© Morpholio LLC. Last updated on December 9, 2011.