The use of this site is governed by the Terms and Conditions set forth. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEBSITE OR OTHER RELATED SUBSITES. These contents were produced on behalf of SOFTMORPHIS‘ interest, a PT based company incorporated and operating under Portuguese law (hereinafter referred to as “MORPHIS TECH”). The information and materials provided by MORPHIS TECH may be used for informational purposes only. By using, accessing, or downloading materials from this Website you agree to follow the terms and provisions as outlined in this legal notice, which apply to all visits to MORPHIS TECH Websites, both now and in the future. MORPHIS TECH may at any time revise and update the Terms and Conditions. MORPHIS TECH reserves the right to revise, supplement, or rescind any terms or portion of this agreement from time to time as it deems appropriate, in its sole and absolute discretion. You are encouraged to periodically visit this page to review the most current Terms and Conditions to which you are bound. If you do not want to agree to these Terms and Conditions of Use, please withdraw from using the services.
This Software-as-a-Service Agreement (hereinafter, the “SaaS”) is entered into between MORPHIS TECH (the Provider) and you as a User or Customer and is governed by the terms and conditions established in this agreement and eventual annexes, as well as by the other policies of the Provider applicable to the use of its products and services.
For the purposes of the SaaS and its annexes, the terms indicated below have the meaning given below, unless the context implies a different meaning:
3.1 MORPHIS TECH will provide the Services to Customer/User pursuant to the terms and conditions set forth in this SaaS Agreement and materially in accordance with the Performance Standards. MORPHIS TECH shall use commercially reasonable efforts to make the Service generally available for on-line access by Customer/User on a 24 hour per day, 7 days per week basis (“24/7”) and only to allow Customer to exercise its rights under this SaaS Agreement.
3.2 Your access to the various services available on this system depends on the level of access you select.
3.3 Subject to the terms and conditions of this SaaS Agreement, MORPHIS TECH hereby grants to the Customer or User a personal, limited, non-exclusive, non-transferable, non-assignable, right to access and use the SaaS Services solely for its internal business operations.
3.4 During the Subscription Term Customer may input its proprietary computer code (“Customer Code”) into the SaaS Services.
3.5 User agrees and warrants that it will use the Services only in accordance with MORPHIS TECH authorized scope and policies (which may be updated from time to time) and all applicable laws and regulations.
3.6 No copies of the Software will be delivered to Customer as part of the SaaS Services due to the nature of this agreement.
The SaaS does not give the User:
The Customer may view, download and copy information and materials available on the Website solely for its personal, non-commercial use. The Customer may also use such material within your organization in connection with the support of MORPHIS TECH products. As a condition of use, the Customer agrees not to modify or revise any of the material in any manner, and to retain all copyright and other proprietary notices as contained in the original materials on any copies of the materials. No other use of the materials or information is authorized. Any violation of the foregoing may result in civil and/or criminal liabilities.
Customer is responsible for acquiring and maintaining any equipment, accessory services or internet connectivity such as, and without limitation, modems, hardware, servers, software, operating systems, networks or web servers (collectively, “Equipment”) in order to access the Service and use the Services, and Customer acknowledges that problems with the internet, including equipment, software, or network failures, impairments, or congestion may prevent, interrupt, or delay SaaS Agreement.
Customer agrees to comply with all technical specifications and with all security and operating guidelines, procedures, and protocols provided to Customer by Morphis Tech including, without limitation, pertaining to use of passwords and files.
6.1. Subscription
The Subscription grants the User the non-transferable and non-exclusive right to access and use the Software for the duration of the Subscription Period. Any ownership or ownership rights over the Software, including any other software used to provide it, as well as the logos and registered trademarks that are reproduced therein, belong exclusively to the Provider.
6.2. Access and use
The access and use granted under the SaaS are framed as user rights, to that extent as the use (taking advantage of the utility of the service for a certain purpose) and fulfilment (appropriation of its use from that service) is made available by the Provider of the services it provides.
To access the Services, the User must have an access account associated with a valid e-mail address and valid means of payment.
The Provider may change or terminate any Services or features of the Services, with 6 (six) months’ prior notice. Such notice may be shortened or not applicable if:
6.3. Duration
The Customer might choose a monthly or annual Subscription Period.
The Subscription Period can be monthly, starting on the Subscription Date, when the Subscription Fee is paid, and ending at midnight (Time Zone GMT) on the corresponding day within the following month, this period being automatically renewable for equal and successive periods, as set out below (renewal).
For the annual subscription is valid for a period of one year from the Subscription date at the time of payment of the Subscription Fee and ending at midnight (Time
Zone GMT) of the day corresponding to the end of the 12 months, this period being automatically renewed for equal and successive periods, as indicated below (renewal).
6.4. Transmissibility
The SaaS does not give the User the right to sell, assign, subrogate, sublease, or any other way of transmitting or conferring the enjoyment of them to another legal or natural person.
6.5. Number of Users
Concurrent use of the Software by a single End User is not permitted. An End User cannot be logged in concurrently at any given moment in time.
6.6. Fees
Our pricing and payment terms are available at Website k-explorer.ai/pricing
If Customer/User agrees to subscribe to a plan subject to payment, the User shall pay the Provider, for the access and use of the Software, a Subscription Fee, for each Subscription Period according with the existing pricing in effect at the time, in our pricing and payment terms set above.
That subscription fee will remain the Customer’s Fee for the duration of the Subscription Term, provided that the Provider may change the Fee at any time and such new fees shall become effective for any subsequent renewal of the Subscription Term notwithstanding the need to notify the Customer in writing of this change in advance.
In the case of any change to the Service Plan from a free Service Plan to any paying subscription, the Provider will immediately bill the Customer/User.
In the event of any change from a Service Plan to a different one, the billing terms defined for the new subscribed Service Plan will apply accordingly to its billing terms in the next billing milestone.
By contacting Morphis Technologies, Enterprise customers may replace an End User at any time by appointing a new End User to replace the previously named one.
In the event off a downgrade of a Service Plan, the Customer recognizes that it will lose access to content, features, or capacity of the previous Service Plan.
Any applicable taxes or fees within the scope of the SaaS will be the sole responsibility of the User. The subscription fee value includes all tax and customs obligations that may be levied on the SaaS and that must be collected by the Provider, without the User being required to make a separate payment. However, in the event of other obligations of a similar nature arising, about which the Provider was not aware and which it will have to deliver to the authorities, it will be the User’s responsibility to deliver these same values.
7.1. Validity
The Subscription is valid according with the pricing and payment terms available at Website k-explorer.ai/pricing
The term of this Agreement will begin with the subscription to any Service Plan and will continue until all subscriptions have expired or have been terminated in accordance with this Agreement.
For the monthly subscription is valid for a period of one month from the Subscription date. For the annual subscription is valid for a period of one year from the Subscription date.
7.2. Automatic renovation
At the end of the Subscription Period, on the Renewal Date, the Subscription is automatically renewed for an equal period and the Subscription Fee for that period is charged. This may occur successively and without limit, until one of the parties expresses its intention to terminate the Subscription under the terms of this SaaS agreement.
7.3. Non-renewal at the Provider’s initiative
MORPHIS TECH is allowed to refuse the subsequent renewal of the Subscription, by means of a written communication addressed to the User, by email, at least five (5) days in advance from the subsequent Renewal Date.
The suspension of services shall occur in the event of failure to pay the due billed amounts during the term of this agreement. If this occurs, MORPHIS TECH may notify the customer with prior notice of such failure. Even so, the suspension of services does not give the customer the right not to pay the amounts due during the term of the agreement and MORPHIS TECH is not responsible for any additional expenses that may occur and be charged by third parties as a result of this non-payment.
7.4. Non-renewal by the User
If the User wishes to terminate his Subscription, without it having to be renewed, he must do so until midnight on the day immediately preceding the Renewal Date.
For Enterprise Customers, a non-renewal of the service must be communicated in written to MORPHIS TECH with a minimum of 60 days prior to the Renewal Date.
7.5. Resolution at the Provider’s initiative
The Provider may terminate this SaaS if:
(a) A material breach of the SaaS occurs by the User;
(b) Non-payment of the Subscription Fee due for that period.
The resolution must be communicated in writing, via email, and, if applicable, the details and nature of the violation must be specified. The communication takes effect on the tenth day after receipt unless the User remedy such breach within the period granted. However, resolution based on material breach of the SaaS takes effect immediately upon receipt of the communication, if it is reasonably apparent that such breach will be very difficult to amend.
7.6. Resolution at the User’s initiative
The User may terminate the SaaS without justification and at any time, provided that it is done until midnight (Time Zone GMT) on the day immediately preceding the Renewal Date.
7.7 Resolution for breach of privacy and data security
Either party may also terminate this agreement with immediate effect upon written notice to the other party if the other party violates any laws relating to privacy and data security.
7.8 Termination in case of gross breach of the agreement
In the event of a breach by the customer, the provider reserves the right to terminate this agreement and the customer will have to pay all amounts due including those relating to the term of the remaining subscription period in force. In the reverse case where a breach by the provider occurs, the customer will be entitled to an immediate refund of all prepaid amounts for any services not performed to date.
7.9 Upon termination of the agreement
Upon termination of the Agreement, the Customer/User agrees that the provider will have no liability to the Customer/User and will not refund any amounts that the Customer has already paid, to the extent legally permitted by the applicable law. In such event, the Services will cease immediately, and all use rights granted under this Agreement will terminate and all data will be treated according to the applicable law.
All comments, feedback, information, or materials submitted to MORPHIS TECH through or in association with this Website shall be considered non-confidential and MORPHIS TECH’s property. By submitting such comments, information, feedback, or materials to MORPHIS TECH, you agree to a no-charge assignment to MORPHIS TECH of worldwide rights to use, copy, modify, display, and distribute the submissions. MORPHIS TECH may use such comments, information, or materials in any way it chooses on an unrestricted basis.
Each party shall comply with their respective obligations under applicable data protection legislation. The DPA available at https://www.morphis-tech.com/public/js/views/PrivacyPolicy.html, is ruled under European Union: General Data Protection Regulation ( GDPR ) which is incorporated herein by reference, shall govern the processing, if any, of personal information, by MORPHIS TECH.
We reserve the right to make changes to the Privacy Policy at any time by giving notice to Customers/Users on the mentioned page. We strongly recommend checking this page often, referring to the date of the last modification listed at the bottom.
If a User objects to any of the changes to the Policy, the User must cease using our Services.
The Client’s code will remain private as MORPHIS TECH never stores or share any client code. Any action requiring the sharing of client code with MORPHIS TECH servers for the purpose of improving knowledge for (client-specific) training model purposes must require prior and express acceptance by the client. MORPHIS TECH will never retain user/client code under no circumstances beyond the period required for the necessary training models. Any model created in this context can only be accessed by client’s team members.
MORPHIS TECH will use reasonable efforts to warrant that during the SaaS Term, the Services purchased by Customer pursuant to this SaaS Agreement and any part thereof will perform in accordance the best and prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions.
Even so, the services may be temporarily unavailable for scheduled maintenance events, unscheduled emergency maintenance or necessary updates or regulatory provisions that may be required. In the event of the described situations, the best efforts will be made to give advance or timely notice in writing of all scheduled interruptions.
This warranty is given to Customer only and shall not apply and be void to the degree that the malfunction or failure occurs because or resulted from:
The MORPHIS TECH Internet team strives to provide you with useful, accurate, and timely information on this Website. Accordingly, MORPHIS TECH has attempted to provide accurate information and materials on this Website but assumes no responsibility for the accuracy and completeness of that information or materials. MORPHIS TECH may change the content of any information or materials available at this Website, or to the products described in them, at any time without notice. However, MORPHIS TECH makes no commitment to update the information or materials on this Website which, as a result, may be out of date.
Information and opinions expressed in bulletin boards or other forums are not necessarily those of MORPHIS TECH. Neither MORPHIS TECH, nor its officers, directors, employees, agents, distributors, or affiliates are responsible or liable for any loss damage (including, but not limited to, actual, consequential, or punitive), liability, claim, or other injury or cause related to or resulting from any information posted on MORPHIS TECH’s Website. MORPHIS TECH reserves the right to revise these terms and/or legal restrictions at any time. You are responsible for reviewing this page from time to time to ensure compliance with the then-current terms and legal restrictions because they will be binding on you. Certain provisions of these terms and legal restrictions may be superseded by expressly designated legal notices or terms located on particular pages of this Website.
All information and materials available at this website are provided “as is” without any warranties of any kind, either express or implied, and MORPHIS TECH disclaims all warranties of any kind, either express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement of intellectual property or arising from a course of dealing, usage or trade practice. in no event shall MORPHIS TECH be liable for any damages whatsoever (including, without limitation, indirect, special, consequential or incidental damages or those resulting from lost profits, lost data or business interruption) arising out of the use, inability to use, or the results of use of this website, any websites linked to this website, or the materials or information contained at any or all such websites, whether based on warranty, contract, tort or any other legal theory and whether or not advised of the possibility of such damages.
MORPHIS TECH shall not be liable to, and customer expressly waives any right to seek indirect, special, incidental, consequential, or punitive damages from MORPHIS TECH or from MORPHIS TECH’s employees, licensors, suppliers, agents or representatives (“morphis tech parties”), including, without limitation, claims for loss of business, revenue, profits, or goodwill, or for any act or failure to act by any of the MORPHIS TECH parties arising out of, in connection with or relating to the performance of the MORPHIS TECH services, whether such claims are asserted on the basis of contract, tort, or otherwise, even if advised of the possibility of such damages. without in any way limiting the foregoing, MORPHIS TECH’s total liability, including the liability of any of MORPHIS TECH’s licensors or suppliers, to Customer in connection with this SaaS Agreement for any and all causes of action or claims of every kind or nature for, arising from, or relating in any manner to, directly or indirectly, any action or failure to act by any of the MORPHIS TECH Parties including, without limitation, claims for breach of contract, negligence, fraud, and interference with contractual relations, shall be limited to the lesser of (a) proven direct damages, or (b) the aggregate amount of payments made by Customer for the affected Service or Licensed Materials during the 6-month period immediately preceding the month in which the events giving rise to the claim or cause of action occurred.
The Customer/User agree to indemnify and hold harmless MORPHIS TECH, and its licensee and licensors, and their respective affiliates, employees, and permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result or arises from the use and access of the service by him or any person using his account and password; the breach of any applicable Law, or gross negligence or willful misconduct.
This section remains in full force and effect even after the termination of the Agreement.
Confidentiality
During the term of this Agreement and for 5 (five) years thereafter (perpetually in the case of software and trade secrets), each Parties shall keep confidential, and may not disclose to any third person, all information that it has, obtains, develops or utilizes in connection with performing mutually beneficial business opportunity or relationship (the “Purpose”) pursuant to this Agreement, including but not limited to:
“Confidential Information” includes also any information:
Confidential Information does not include information, which:
Restrictions on Use
All confidential information that is communicated to and obtained by MORPHIS TECH from the Customer or User in connection with performing the above-mentioned services shall be held by MORPHIS TECH in full trust. At no time MORPHIS TECH shall use any confidential information obtained through conducting this services agreement either directly or indirectly, for personal benefit, or disclose or communicate such information in any manner.
The Parties agree to hold all Confidential Information in confidence and agree to use Confidential Information solely for the purpose of this SaaS Agreement and not to disclose such Confidential Information, except as expressly permitted in this SaaS Agreement, to anyone other than their employees, advisors, and service providers, with a bona fide need to know, who shall be governed by a parallel confidentiality of equal or greater force. Additionally, each Party agrees to use at least that degree of care which it uses to protect its own information of a similar proprietary nature, but in no event less than reasonable protection.
Intellectual property rights
Customer or User recognizes and agrees that the Provider owns all Intellectual property rights in the Services including all modifications, improvements, upgrades, and derivative works. The Provider accept and agrees that Customer owns all Intellectual property rights in all materials including the Customer Code that it: (a) provides to Provider; (b) inputs into the Services; and/or (c) uses as part of the Services (the “Customer Intellectual Property”). The Provider shall not use the Customer Intellectual Property for any purpose other than to provide the Services during the Subscription Term.
No transfer of ownership of any Intellectual Property right owned by MORPHIS TECH and/or the Customer/User will occur under this SaaS Agreement.
Customer shall not violate the Intellectual property rights of MORPHIS TECH, nor assist or cause any third party to commit any such violation. The Provider warrants and accepts that the Services do not (as at commencement of the Subscription Term of this Agreement) and will not, throughout the Subscription Term, infringe and/or violate any third party’s Intellectual property rights.
Both parties acknowledge that the restrictions relating to Confidential Information and Intellectual property rights obtained pursuant to this Agreement are reasonable and necessary, that violation of these restrictions could cause damage to both parties, the extent of which would be difficult to ascertain and/or to quantify in monetary damages. Accordingly, the Disclosing Party shall have the right to seek temporary injunctive relief without the posting of a bond to prevent a breach of this Agreement and/or restrain any such further disclosure or misappropriation, until such time as the matter may be heard by a court of competent jurisdiction.
The Website may contain links to third party websites, advertisers, or other events or activities that are not owned or controlled by MORPHIS TECH. As such, MORPHIS TECH does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services unless accessing them is for the purpose of completing the purchase and billing process in which MORPHIS TECH is directly interested. In the event of any anomaly, MORPHIS TECH will use all its best efforts to correct it in a timely manner.
Unless specifically objected in writing, during the term of this agreement, the Provider may include Customer Name and logo on the website and in collateral marketing materials related to the Provider Products and Services conferring a non-exclusive, worldwide, royalty-free license to use, reproduce, display the Customer logos in electronic form via the Internet. In any manner or for any purpose in violation of the terms of this agreement or any other rule implied nor claim any right, title, or interest in or to the Customer logos or any parts or derivatives or variations.
17.1. Notices
Any notice required to be given by the parties shall be in writing and delivered mainly by certified e-mail, regardless of any other form currently available and will be deemed to have been duly given when received, if personally delivered, when receipt is electronically confirmed; a day after shipment, if shipped for next day delivery by recognized delivery service; and upon receipt, if sent by registered or certified mail, with acknowledgment of receipt.
17.2. Force Majeure
Neither party shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that party’s reasonable control (including and not limited to any pandemic, fire, strike, act or order of public authority, and other acts of God) during the pendency of such event.
17.3. Severability
If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Agreement termination.
17.4. Governing Law and Jurisdiction
This Agreement shall be governed by the laws of the Portuguese Republic. If the disputes under this Agreement cannot be resolved by Arbitration, they shall be resolved by litigation in the courts of Lisbon including, and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail and hereby waive any jurisdictional or venue defenses otherwise available to it. In any action or proceeding to enforce rights under this agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
17.5. Legal and Binding Agreement
This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding in Portugal. The Parties each represent that they have the authority to enter into this Agreement.
17.6. Entire Agreement
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior contracts between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended. This Agreement shall take precedence over any other documents which may conflict with this Agreement.
Last update: November 3, 2022
