March 16, 2009
1. By using Morph eXchange and all software subscriptions made available through it including, but not limited to Morph helpME, and Morph eXchange On-demand CRM (“Service”), you are agreeing to be bound by the following terms and conditions (“Terms of Use”). The Service is a product of Morph Labs, Inc. (“Morph Labs”), a subsidiary of Global Gateway Innovation eXchange (“G2iX”) whose principal place of business is at Unit 502, 5/F, Orient Square Building, F. Ortigas Jr. Road, Ortigas Centre, Pasig City 1605, Philippines.
2. Unless otherwise agreed in writing with Morph Labs, your agreement with Morph Labs 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 Morph Labs will also include the terms of any Legal Notices applicable to the Servicea, 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 Morph Labs in relation to your use of the Servicea. 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. Morph Labs 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, Morph Labs 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 Morph Labs.
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.
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 Morph Labs in the user interface for any Service; or (b) by actually using the Services. In this case, you understand and agree that Morph Labs 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 (a) you are not of legal age to form a binding contract with Morph Labs, or (b) you are a person barred from receiving the Services under the laws of the Republic of the Philippines or other countries including the country in which you are a resident, or from which you use the Services, or (c) you are not a human being and/or intending to register an account by "bots" and/or other automated methods, or (d) if you are a direct competitor of Morph Labs, except with Morph Labs' prior written consent, or (e) 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.
1. Where Morph Labs has provided you with a translation of the English language version of the Terms, 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 Morph Labs.
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.
1. Morph Labs has subsidiaries and affiliated legal entities ("Subsidiaries and Affiliates") which serve as third party vendors and/or hosting partners. Sometimes, these companies will be providing the Services to you on behalf of Morph Labs itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.
2. Morph Labs 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 Morph Labs provides may change from time to time without prior notice to you.
3. As part of this continuing innovation, you acknowledge and agree that Morph Labs may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally, at Morph Labs' sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Morph Labs, when you stop using the Services.
4. You acknowledge and agree that if Morph Labs disables access to your account, you may be prevented from accessing the Services, your account details, or any files or other content which is contained in your account.
5. Prices of all Services, including but not limited to monthly subscription plan fees to the Services, are subject to change upon thirty (30) days' notice from Morph Labs. 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. Morph Labs may also send email notifications that explain such changes.
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 Morph Labs 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 Republic of the Philippines 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 Morph Labs, unless you have been specifically allowed to do so in a separate agreement with Morph Labs. 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 Morph Labs, 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 Morph Labs 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 Morph Labs may suffer) of any such breach. Furthermore, you agree to hold Morph Labs 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 Morph Labs from all matters, actions, incidents, cases, and the like, arising therefrom.
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 Morph Labs for all activities that occur under your account, as determined, noted, or recorded by Morph Labs. Such determination, notation, and record shall at Morph Labs' sole discretion, and shall serve as conclusive proof of the facts stated therein and to which they attest.
3. You agree to immediately change any temporary passwords sent to you by the system. You further agree to hold Morph Labs free from any liability as a consequence of you not changing this temporary password in a timely manner.
4. If you become aware of any unauthorized use of your password or of your account, you agree to notify Morph immediately at support@morphlabs.com.
1. For information about Morph Labs' data protection practices, please read Morph Labs' Privacy Policy. This policy explains how Morph Labs 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 Morph Labs' privacy policies.
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 Morph Labs (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 Morph Labs or by the owners of that Content, in a separate agreement.
3. Morph Labs 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. For some of the Services, Morph Labs may provide tools to filter out explicit sexual content. In addition, there are commercially available services and software to limit access to material that you may find objectionable.
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.
5. You agree that you are solely responsible for (and that Morph Labs 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 Morph Labs may suffer) by doing so.
1. You acknowledge and agree that Morph Labs (or Morph Labs' 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 Morph Labs and that you shall not disclose such information without Morph Labs' prior written consent.
2. Unless you have agreed otherwise in writing with Morph Labs, nothing in the Terms gives you a right to use any of Morph Labs' 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 Morph Labs, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Morph Labs' brand feature use guidelines as updated from time to time.
4. Other than the limited license set forth below, Morph Labs 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 Morph Labs, you agree that you are responsible for protecting and enforcing those rights and that Morph Labs 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 Morph Labs, 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.
1. Morph Labs gives you a non-assignable and non-exclusive license to use the software/s and software application platform provided to you by Morph Labs as part of the Services as provided to you by Morph Labs (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 Morph Labs, 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 Morph Labs, in writing.
3. Unless Morph Labs 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.
1. The Software which you use may automatically download and install updates from time-to-time from Morph Labs. 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 Morph Labs to deliver these to you) as part of your use of the Services.
1. The Terms will continue to apply until terminated by either you or Morph Labs as set out below.
2. If you want to terminate your legal agreement with Morph Labs, you may do so by (a) notifying Morph Labs at any time and (b) closing your accounts for all of the Services which you use, where Morph Labs has made this option available to you. Your notice should be sent, in writing, to Morph Labs' address which is set out at the beginning of these Terms.
3. Morph Labs 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); (b) Morph Labs is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (c) The partner with whom Morph Labs offered the Services to you has terminated its relationship with Morph Labs or ceased to offer the Services to you; (d) Morph Labs 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 Morph Labs is, in Morph Labs' opinion, no longer commercially viable
4. Nothing in this Section shall affect Morph Labs' rights regarding provision of Services under Section titled Provision of the Services by Morph Labs of the Terms.
5. When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Morph Labs 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 7 under the General Legal Terms section shall continue to apply to such rights, obligations and liabilities indefinitely.
6. Morph Labs 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 Morph Labs.
1. Nothing in these terms shall exclude or limit Morph Labs' 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, Morph Labs, its subsidiaries and affiliates, and its licensors, do not represent or warrant to you that (a) Your use of the Services will meet your requirements, (b) Your use of the Services will be uninterrupted, timely, secure, or free from error, (c) Any information obtained by you as a result of your use of the Services will be accurate or reliable, and (d) 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 Morph Labs or any of its subsidiaries, affiliates, officials, employees, or personnel, or through or from the Services shall create any warranty not expressly stated in the Terms.
6. Morph Labs 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.
1. Subject to overall provision under Exclusion of Warranties above, you expressly understand and agree that Morph Labs, its 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:
2. The limitation on Morph Labs' liability to you in paragraph 15.1 above shall apply whether or not Morph Labs has been advised or should have been aware of the possibility of any such losses arising.
1. It is Morph Labs' policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the Republic of the Philippines, the Intellectual Property Code) and to terminating the accounts of repeat infringers.
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 Morph Labs on the Services are subject to change without specific notice to you.
3. In consideration for Morph Labs granting you access to and use of the Services, you agree that Morph Labs may place such advertising on the Services.
4. If you are using a free or trial account, you are prohibited from blocking advertisements.
1. The Services may include hyperlinks to other web sites or content or resources. Morph Labs may have no control over any web sites or resources which are provided by companies or persons other than Morph Labs.
2. You acknowledge and agree that Morph Labs 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 Morph Labs 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.
Morph Labs may make changes to the General Terms or Additional Terms from time to time. When these changes are made, Morph Labs will make a new copy of the General Terms available at http://www.morphexchange.com 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, Morph Labs will treat your use as acceptance of the updated General Terms or Additional 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 Morph Labs and govern your use of the Services (but excluding any services which Morph Labs may provide to you under a separate written agreement), and completely replace any prior agreements between you and Morph Labs in relation to the Services.
3. You agree that Morph Labs 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 Morph Labs does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Morph Labs has the benefit of under any applicable law), this will not be taken to be a formal waiver of Morph Labs' rights and that those rights or remedies will still be available to Morph Labs.
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. You acknowledge and agree that each member of the group of companies of which Morph Labs is the parent 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.
7. The Terms, and your relationship with Morph Labs under the Terms, shall be governed by the laws of the Republic of the Philippines without regard to its conflict of laws provisions. You and Morph Labs agree to submit to the exclusive jurisdiction of the courts located within the National Capital Region or Cebu City, Philippines and to the exclusion of all other courts, to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Morph Labs shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
8. Questions regarding these Terms may be sent to support@morphlabs.com.
