Terms of Service
Introduction
These Terms of Service ("Terms") govern your (“Your”, “You”, “User”) use of the Idea Morph platform, which can be accessed through the website located at https://trymorph.com/ ("the Platform"), owned and operated by Idea Morph SRL, with offices located at Rahmaninov 9, ap 1, Sector 2, Bucharest and 651 North Broad Street, Suite 20, Middletown, DE 19709, USA. By accessing and using the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Platform. These Terms constitute a legally binding agreement between you and Idea Morph SRL., so please read them carefully. The Platform provided by Idea Morph SRL is designed to enable teams to generate ideas asynchronously and individually. The Platform offers three tiers of service: Free, Creators and Innovators, and each tier may have specific features, functionalities, and limitations. By creating an account and selecting a tier, you agree to the specific terms and conditions associated with that tier. It is important to note that Idea Morph SRL. does not guarantee the outcomes, success, or implementation of any ideas generated through the Platform. The responsibility for evaluating, implementing, and taking any necessary actions regarding the ideas generated on the Platform rests solely with the users and their respective teams. The use of the Platform is subject to compliance with applicable laws and regulations. By accessing and using the Platform, you agree to comply with all relevant laws and regulations in your jurisdiction. In the following sections of these Terms, we will outline the specific rights and responsibilities related to the use of the Platform, including user accounts, intellectual property, content guidelines, privacy, and dispute resolution. If you have any questions or concerns regarding these Terms, please contact us at support@trymorph.com
Section 1: Account Creation and Tiers
1.1 Account Creation
To access and use the Platform, you must create an account by providing accurate, current, and complete information during the registration process. You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree to notify Idea Morph SRL immediately of any unauthorized use of your account or any other breach of security.
1.2 Tiers
The Platform offers three tiers of service: Free, Creators and Innovators, plus an Enterprise plan. Each tier may have specific features, functionalities, and limitations. By selecting a tier and creating an account, you agree to the terms and conditions associated with that specific tier. Idea Morph SRL reserves the right to modify the tiers and associated terms at its discretion.
1.3 Accuracy of Information
You agree to provide accurate, current, and complete information when creating your account and selecting a tier. Idea Morph SRL. reserves the right to suspend or terminate your account if any information provided is inaccurate, misleading, or violates these Terms.
1.4 Usage Limitations
The features, functionalities, and usage limitations associated with each tier will be clearly communicated on the Platform. You agree to abide by the specific usage limitations of your selected tier.
Section 2. Project Ownership
2.1 Project Creation and Ownership
Idea Morph SRL. provides a platform that allows users to create and manage projects for idea generation and collaboration. When you create a project on the Platform, you become the owner of that project ("Project Owner"). However, if you are an employee of a company and your subscription is paid for from the company's budget, please note that your rights and ownership of the project may be subject to the terms and policies of your employer.
2.2 .Starting a project
Starting a project on the Platform entails clicking the "Start Project" button, which triggers the sending of invitations to selected participants. By starting a project, you indicate your intention to begin the project and invite others to join, granting them access to the project and its associated content.
As the project initiator, you hold the responsibility for managing the project, overseeing its progress, and ensuring compliance with applicable policies that may exist between you and your employer. It is crucial to exercise discretion when sharing project materials and avoid disclosing sensitive or confidential information that should not be shared within the project.
Idea Morph SRL cannot be held liable for any unauthorized disclosure of information or consequences arising from the sharing of project materials with the project invitees and/or collaborators. A project will be considered “used” or will contribute towards decreasing your total project count once you press the “Start Project” button to initiate it. This means that when you officially begin working on a project by clicking the “Start Project” button and progress beyond the initial draft stage, it will be counted towards your total project usage.
2.3 Invitees and Collaborators
As the Project Owner, you have the ability to invite other users to join your project as collaborators ("Invitees"). If you are an employee and your project is created within the scope of your employment, it is important to recognize that your company may have certain rights and control over the project. The Project Owner has the authority to manage and modify the roles and permissions of the Invitees.
2.4 Idea and Project Contributors
As a user participating in projects as a contributor ("Contributor"), you may generate ideas, provide feedback, and contribute to the overall development of the project. However, if you are an employee contributing to a project within the scope of your employment, any intellectual property rights, confidentiality obligations, non-disclosure agreements, or similar agreements that you have with your employer may apply. It is your responsibility to ensure compliance with such agreements and understand the extent of your rights and obligations.
2.5 Responsibilities of the Project Owner and Employer
As the Project Owner and an employee of a company, it is important to recognize that your employer may have certain rights, control, and ownership over the projects created on the Platform. You are responsible for managing your project within the bounds of your employment agreement, any applicable policies, and the terms and conditions set forth by your employer.
2.6 Intellectual Property Rights
By creating a project on the Platform, you acknowledge and agree that the ownership and intellectual property rights associated with the project may be subject to the terms and agreements between you and your employer. It is important to consult your employer's policies, agreements, and any applicable intellectual property provisions to understand the ownership and usage rights of the project and its contents.
2.7 Project Termination
As the Project Owner, you have the right to terminate your project at any time. However, if you are an employee, it is important to consider any company policies or procedures that may govern the termination of projects created within the scope of your employment. Your employer may have additional requirements or processes in place for the termination of projects.
2.8 Disputes between Project Members
In the event of any disputes or conflicts between Project Owners, Invitees, or Contributors within a project, Idea Morph SRL. assumes no responsibility for mediating or resolving such disputes. It is the responsibility of the involved parties, including the employer, to address and resolve any disagreements independently and in accordance with applicable policies and agreements. By creating and participating in projects on the Idea Morph platform, you acknowledge and agree to comply with the provisions outlined in this Project Ownership section. If you are an employee, it is essential to consult your employer's policies, agreements, and any applicable intellectual property provisions to understand the rights, obligations, and ownership of projects created within the scope of your employment
2.9. Project Usage Subscription-Based Access
As a user of the Idea Morph Platform, your access to the app’s features and functionalities is determined by your subscription plan. One of the factors that govern your access is the number of projects available to you. Project Usage: A project will be considered “used” or will contribute towards decreasing your total project count once it is started. This means that when you initiate work on a project and make progress beyond the initial draft stage, it will be counted towards your total project usage, included in your subscription plan. Draft Projects: However, projects that are in a draft state or have not been started will not be included in the total project count. These projects are not considered “used” and do not affect your available project limit. Archiving Projects: In the Platform, for all paid subscriptions, you have the option to archive projects that are no longer active or require temporary removal. Archiving a project that has been started will not free up an additional project from your total project count. The act of archiving a started project does not increase your available project limit. Draft Project Archiving: Furthermore, if you decide to archive a project that is in a draft state, it will not be counted towards your total project usage. Archiving a draft project will not affect your available project limit.
Third Party Services
Idea Morph SRL is committed to respecting industry standards and best practices when utilizing third-party services to enhance and optimize the functionality of the platform. These services may include payment processors, email infrastructure providers, user authentication services, and other similar service providers ("Third Party Services"). By using the Idea Morph platform, you acknowledge and agree to the following:
3.1 Integration with Third Party Services
In order to provide a seamless user experience, Idea Morph SRL may integrate with Third Party Services. We would like to emphasize that third-party services have their own distinct terms and policies governing your rights and conduct. It is essential to familiarize yourself with these terms and policies to ensure that your interactions with third-party services align with your expectations and requirements.
3.2 Data Processing and Storage
By using the Idea Morph platform and availing the services of Third Party Services, you acknowledge that the data collected by Idea Morph SRL. or these third-party service providers may be processed and stored in various countries, including but not limited to the United States, the European Economic Area, or other jurisdictions. You consent to the processing and storage of your data in these countries as necessary for the provision of the platform and associated services.
3.3 Compliance with Data Protection Obligations
Idea Morph SRL. takes data protection seriously. We ensure that we have written agreements in place that bind all third-party services used in our service to comply with data protection obligations not less protective than those in our Agreements. We strive to work with reputable and trustworthy service providers who share our commitment to protecting your data and respecting your privacy.
3.4 Payment Processors
If you choose to subscribe to one of the paid tiers offered by Idea Morph SRL., payment processing services will be utilized to facilitate the billing and collection of subscription fees. Your payment information, such as credit card details or other payment credentials, may be shared with the payment processor solely for the purpose of processing your payments securely. Idea Morph SRL. does not store or retain any sensitive payment information.
3.5 Email Infrastructure Providers
Idea Morph SRL. may use email infrastructure providers to send transactional and promotional emails related to your account and platform notifications. These providers may have access to your email address and other relevant information necessary to deliver these communications. The use of such email infrastructure providers is solely for the purpose of providing you with important updates and information regarding your account and the platform.
3.6 User Authentication
When using our Platform, you may have the option to link Content, Accounts, or Workspaces with third-party services. Should you choose to establish such connections, whether through APIs, Webhooks, Authentication, Single Sign-On (SSO), or similar integrations, it is crucial to understand that you bear the responsibility for how these third-party services handle your Content. This includes any intentional or unintentional use, disclosure, loss, modification, or deletion of your Content, Accounts, or Workspaces.
3.7 Third Party Service Limitations
While Idea Morph SRL. strives to work with reputable and reliable third-party service providers, we do not guarantee the availability, accuracy, or quality of their services. Idea Morph SRL. shall not be held responsible for any disruptions, errors, or issues caused by these third-party services. Any disputes, concerns, or inquiries regarding these services should be directed to the respective service provider.
3.8 Independent Terms and Policies
The use of Third Party Services may be subject to separate terms of service, privacy policies, and other agreements imposed by the respective service providers. It is your responsibility to review and comply with these independent terms and policies. Idea Morph SRL. disclaims any liability arising from your use of Third Party Services or your interactions with third-party service providers. By using the Idea Morph platform, you acknowledge and agree to the provisions outlined in this Third Party Services section, including the processing and storage of your data in various countries. Idea Morph SRL. continuously evaluates and selects third-party service providers that demonstrate a strong commitment to data protection. We strive to partner with providers who adhere to recognized standards and frameworks, such as the General Data Protection Regulation (GDPR) in the European Union. Our aim is to maintain the highest level of data protection across all aspects of our service..
4. Content on the Service
This section outlines key aspects related to content ownership, protection, rights to run and improve the service, and the use of inspiration materials:
4.1. Who owns content:
When using our Platform, you retain full ownership and control over the content you create and upload. As the owner of the project, any materials or documents you upload within that project remain your exclusive property. We do not share your content with anyone else on the platform unless explicitly shared within the project you created and invite other users to participate in.
4.2. Protecting your content:
We take the security and confidentiality of your content seriously. Our priority is to ensure that your materials are safeguarded within the confines of your project. We implement robust security measures to protect against unauthorized access, disclosure, or misuse of your uploaded content. Rest assured that your information remains private and accessible only to authorized users within your project.
4.3. Rights to run the Service:
By using our Platform, you grant Idea Morph SRL. a limited license to host, store, and display your content for the purpose of providing the platform's functionality. This license is necessary for us to deliver the service and enable collaboration among project participants. However, this license does not grant us ownership or any rights to use your content outside the context of running the service.
4.4. Rights to improve the Service:
To continuously optimize the performance and presentation of our service, Idea Morph SRL may utilize your activities and content on an anonymized and aggregated level. This data is used by our employees to analyze usage patterns, identify areas for improvement, and enhance the overall functionality of the platform. Rest assured that this data will always be handled in accordance with our Privacy Policy, maintaining the confidentiality and privacy of your individual content and information. By using our service, you consent to Idea Morph SRL using your activities and content on an anonymized and aggregated level for these optimization purposes. This allows us to make data-driven decisions that positively impact the user experience and ensure that our platform meets your evolving needs.
4.5. Inspiration Materials:
As part of your subscription, we provide curated inspiration materials from public sources on the internet. These materials serve as a reference and source of ideas for your projects. It is important to note that we do not claim any intellectual property rights over this content. We include proper attribution, links to the original sources, and acknowledge the owners of the inspiration materials. Please be mindful of any usage policies or guidelines your employer may have regarding the incorporation of such materials.
4.6. Content modification by Project Owners:
As the project owner, you have the authority to modify and edit the content within your project. This allows you to refine and tailor the materials as needed to achieve your project goals. However, it is essential to ensure that any modifications adhere to applicable laws, copyright regulations, and the rights of other participants involved. By utilizing our platform, you affirm that you have the necessary consent and permissions to use the materials you upload and that you will comply with any policies or agreements you have with your employer regarding the content's usage.
5. Customer Agreement
5.1 . Customer Responsibility
The following guidelines outline your obligations as a customer, whether you are a Personal Customer or a Business Customer
Personal Customer and Business Customer obligations: A Business Customer refers to an entity or organization utilizing our services. It also includes employees who are using their company card or their company email for subscription purposes. If you are a Business Customer, any employment or contractual obligations that you have with your employer or other parties also apply to your use of our platform. It is your responsibility to ensure compliance with any relevant policies, agreements, or legal requirements while utilizing the services provided by Idea Morph SRL.
Material and document ownership: As mentioned earlier, each Project Owner is responsible for the materials and documents they upload to the platform. It is essential that Project Owners have the necessary rights and permissions to use and share such materials. Idea Morph SRL. does not assume ownership or responsibility for the content uploaded by Project Owners.
Responsibility for invited users (Contributors): Project Owners have the authority to invite other users, known as contributors, to participate in their projects. It is the Project Owner's responsibility to ensure that they have the right to share all materials provided with the invited contributors. While Idea Morph SRL. does not disclose information outside of the project, the Project Owner assumes the responsibility for determining what private information can be shared within the project.
Confidentiality and information sharing: Idea Morph SRL respects the privacy and confidentiality of your information. We do not disclose any information shared within a project to external parties. However, it is the Project Owner's responsibility to exercise caution and make informed decisions about sharing private or sensitive information within the project. We recommend implementing appropriate safeguards to protect confidential data shared with contributors.
Age and legal capacity: To use the Idea Morph platform, customers must be at least 18 years old and possess the legal capacity to enter into binding contracts. By using our services, you confirm that you meet these requirements and are authorized to engage in a legally binding agreement.
5.2 . Customer confidentiality
This section outlines our approach to customer confidentiality:
5.2.1 Definition of Confidentiality:
Confidentiality refers to the safeguarding of information shared by customers on our platform, ensuring that it is kept private, secure, and accessible only to authorized individuals. Confidential information includes any data, materials, documents, or intellectual property that is not intended for public dissemination or unauthorized disclosure.
Example: For instance, if a customer uploads a business plan or proprietary research document on our platform, they would expect this information to remain confidential and accessible only to authorized project members.
5.2.2.Data protection measures:
We have implemented industry-standard security measures to safeguard your information and ensure its confidentiality. This includes utilizing encryption protocols, secure data storage practices, and access controls to protect against unauthorized access, disclosure, or alteration of customer data.
5.2.3. Confidentiality of customer content:
As the customer, you retain ownership and control over your content. Idea Morph SRL. does not claim any ownership rights over the materials, documents, or intellectual property shared within the platform. We will not disclose or share your content with any third parties without your explicit consent, except as required by law.
5.2.4. Employee access and confidentiality:
Our employees undergo strict confidentiality training and are bound by confidentiality agreements. Access to customer data is granted only on a need-to-know basis. We maintain internal policies and controls to ensure that your information is accessed only by authorized personnel for legitimate business purposes.
5.2.5. Third-Party Service Providers:
In order to provide our services effectively, we may engage third-party service providers who assist us in hosting, data storage, analytics, or other related functions. These service providers are contractually obligated to comply with data protection obligations no less protective than those outlined in our agreements. We carefully select and vet our third-party partners to ensure the security and confidentiality of your information.
5.2.6. Legal Compliance:
We adhere to applicable laws and regulations regarding data protection and confidentiality. In the event that we receive a lawful request or are required by law to disclose customer information, we will make reasonable efforts to notify you, unless prohibited by law or a court order.
5.2.7. Customer collaboration and sharing:
While using our platform, you may collaborate with other users, share information, or engage in discussions. It is important to exercise caution and discretion when sharing sensitive or confidential information within the platform. Idea Morph SRL. is not responsible for any unauthorized access or misuse of information shared between customers within the platform.
Additionally, we reserve the right to use the name and logo of our customers in promotional materials, online listings, or any other relevant platforms to showcase our valued customers and their association with Idea Morph SRL. By using our services, you consent to us featuring your company name and logo in such materials. However, if you prefer not to have your name or logo included, you may contact us at support@trymorph.com, and we will promptly remove it from any promotional materials or online listings.
5.3 Subscriptions
5.3.1 Billing cycles and renewals
Idea Morph SRL offers two subscription types: Monthly and Quarterly. Here are the definitions of key terms related to billing cycles:
● Monthly Billing: Monthly billing refers to a subscription plan that is billed on a monthly basis. Each billing cycle lasts for one month, starting from the Start Date and ending on the corresponding End Date.
● Quarterly Billing: Quarterly billing refers to a subscription plan that is billed on a quarterly basis. Each billing cycle lasts for three months, starting from the Start Date and ending on the corresponding End Date.
● Billing Cycle: A billing cycle is the period during which a subscription is active and for which the customer is billed. It can be either monthly or quarterly, depending on the chosen subscription type.
● Billing Period: The billing period is the duration for which the customer is billed. In the case of monthly billing, the billing period is one month. For quarterly billing, the billing period is three months.
● Start Date: The Start Date is the day on which the subscription is initiated or renewed. It marks the beginning of the billing cycle.
● End Date: The End Date is the last day of the billing cycle. It corresponds to the completion of the billing period.
5.3.2. Automatic renewal and recurring Billing
Subscriptions to Idea Morph SRL are set to automatically renew at the end of each billing cycle unless canceled by the customer. By subscribing to our services, you authorize us to charge your payment method on a recurring basis according to the chosen billing cycle (monthly or quarterly) until you cancel the subscription.
Please note that it is your responsibility to ensure that the payment method on file is valid and has sufficient funds to cover the subscription fees. In the event of failed or declined payments, we will attempt to notify you to update your payment information. However, we reserve the right to suspend or terminate your subscription if payment issues persist. You can manage and cancel your subscription at any time through your account settings or by contacting our customer support. Please be aware that canceling a subscription will stop the automatic renewal for the subsequent billing cycles, and access to certain features and services may be restricted or terminated accordingly.
It's important to review your subscription details, including the billing cycle and renewal date, to ensure uninterrupted access to the Idea Morph services. We recommend keeping your account information up to date and reviewing our billing policies periodically.
If you have any questions or concerns regarding your subscription or billing, please contact our customer support team at support@trymorph.com.
5.3.3.Payment Terms and Taxes
5.3.3.1 Payment for subscriptions
Payment for Idea Morph SRL subscriptions is made in advance based on the chosen billing cycle (monthly or annually). By subscribing to our services, you agree to pay the applicable subscription fees according to the selected plan.
5.3.3.2. Payment processing and late payment:
Each payment made for the subscription may include a payment processing fee, which covers the costs associated with payment gateways and processing services. The exact amount of the processing fee will be clearly indicated during the payment process.
It is important to ensure timely payment to maintain uninterrupted access to the subscribed services. If more than seven (7) days pass without receiving the payment, we reserve the right to downgrade the subscription to the free plan, resulting in the loss of certain features and services associated with the paid subscription.
5.3.3.3. Taxes and VAT
Subscription costs displayed on the Idea Morph website or during the payment process are shown without Value Added Tax (VAT) included. The addition of VAT depends on the country where the customer is located.
Examples:
● If you are located within the European Union (EU) and do not provide a valid VAT identification number, VAT will be added to the subscription cost at the applicable rate according to the VAT rules of your country.
● If you are located outside the EU or provide a valid VAT identification number that is recognized by the tax authorities, VAT will not be added to the subscription cost.
It is your responsibility to provide accurate and up-to-date information regarding your location and VAT registration, if applicable. Failure to provide the necessary information may result in the addition of VAT to the subscription cost.
5.3.3.4. Changes in taxes
Please note that tax laws and regulations may change over time. In the event of any changes in the applicable taxes or their rates, Idea Morph SRL reserves the right to adjust the subscription costs accordingly to comply with the updated tax requirements.
We recommend reviewing your invoice and verifying the included taxes and charges. If you have any questions or concerns regarding payment terms, taxes, or invoicing, please contact our customer support team at support@trymorph.com. We will gladly assist you and provide any necessary clarification.
Proration: Definition:
Proration refers to the adjustment of subscription fees when changes are made to the subscription plan or billing cycle during a billing period.
Proration for plan changes:
If you choose to upgrade or downgrade your subscription plan before the end of your current billing cycle, the subscription fees will be prorated to reflect the remaining period of the billing cycle. The prorated amount will be calculated based on the price difference between the current and new plan, as well as the number of days remaining in the billing cycle.
For example, if you upgrade to a higher-tier plan with a higher subscription fee, you will be charged the prorated difference for the remaining days in the billing cycle. Conversely, if you downgrade to a lower-tier plan with a lower subscription fee, you may receive a credit for the prorated difference.
Proration for billing cycle changes:
In the event that you decide to change your billing cycle from monthly to quarterly or vice versa, the subscription fees will be prorated accordingly. The prorated amount will be calculated based on the price difference between the two billing cycles and the number of days remaining in the current billing cycle.
For example, if you switch from a monthly billing cycle to a quarterly billing cycle, you will be charged the prorated amount for the remaining days in the current month, and the subsequent billing cycles will follow the quarterly billing frequency.
Proration for initial subscription:
When you initially subscribe to Idea Morph SRL services, the subscription fees may be prorated based on the specific start date of your subscription. This prorated amount ensures that you only pay for the portion of the billing cycle during which you have access to the subscribed services.
For example, if you subscribe to a monthly plan on the 15th day of the month, you will be charged the prorated amount for the remaining days of that month, and subsequent billing cycles will begin on the 1st of each month.
Please note that proration applies to changes made within a billing period and does not affect payments already processed for previous billing cycles.
5.3.5. Termination of subscriptions:
5.3.5.1.Termination by Customer
As a valued customer of Idea Morph SRL, you have the right to terminate your subscription at any time. To initiate the termination process, please follow the instructions provided in your account settings or contact our customer support team. Upon termination, your access to the subscribed services will cease at the end of the current billing cycle.
5.3.5.2. Termination for non-payment:
If your subscription payment is overdue by more than 7 days and you have not rectified the payment issue, Idea Morph SRL reserves the right to downgrade your subscription to the free plan. This action may result in the loss of certain features and functionality associated with your subscription.
5.3.5.3. Termination by Idea Morph SRL:
Idea Morph SRL reserves the right to terminate your subscription in the event of a breach of the Terms of Service or any other misconduct that violates our policies. We may also terminate subscriptions for reasons such as non-compliance with applicable laws, unauthorized use of the services, or any activity that may harm the integrity or security of our platform.
5.3.5.4. Effect of termination:
Upon termination of your subscription, you will no longer have access to the features and services associated with the subscription plan. Your data and project information may be retained by Idea Morph SRL for a limited period of time as outlined in our Data Retention Policy. We recommend that you back up any important data before terminating your subscription.
5.3.5.5. Refunds:
Subscription fees are non-refundable, and Idea Morph SRL does not provide refunds or credits for partially used billing periods. Termination of your subscription will stop future charges from occurring. If you have any questions or concerns about the termination of your subscription, please contact our customer support team at support@trymorph.com. We will be happy to assist you and provide further information regarding the termination process.
6. Termination of Service
6.1. Account closure
If you wish to terminate your account and close it permanently, you can do so by contacting our support team or accessing the account settings within the Idea Morph platform. Please note that closing your account will result in the deletion of your personal information and any content associated with your account, except for the ideas you generated as part of a Project you were invited to.
6.2. Ideas generated for projects
When you generate ideas as part of a Project you were invited to, those ideas will remain part of the Project even after you terminate your account. However, to protect your privacy and confidentiality, any personal information or identifiable details associated with the ideas will be anonymized. This means that your ideas will continue to contribute to the Project without revealing your identity or personal information.
6.3 Intellectual Property
It's important to note that the ownership and intellectual property rights for the ideas generated within a Project remain with the respective Project Owner. By participating in a Project and generating ideas, you grant the Project Owner a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, publish, translate, distribute, and display those ideas for the purposes of the Project.
6.4. Confidentiality
Even after the termination of your account, you are still bound by the confidentiality obligations outlined in the Customer Agreement. You must continue to respect the confidentiality of any information or materials shared with you during your participation in a Project, even if your account is closed.
6.5. Data retention
We may retain certain information and data related to your account and activities on our platform as required by law or for legitimate business purposes, such as compliance with legal obligations, resolving disputes, and enforcing our agreements. However, rest assured that any personal information will be handled in accordance with our Privacy Policy. Please note that the termination of your account and closure of your access to the Idea Morph platform does not release you from any outstanding obligations or liabilities you may have incurred prior to the termination.
7. Suspension of Service
7.1. Scheduled and announced downtime
From time to time, we may need to perform scheduled maintenance or updates to improve the performance and functionality of the Idea Morph platform. We will make reasonable efforts to provide advance notice of any planned downtime or service disruptions. During these periods, access to the service may be temporarily suspended or limited. We appreciate your understanding and patience during such maintenance windows.
7.2. Events beyond our control
There may be instances where events or circumstances beyond our control, such as natural disasters, acts of terrorism, power outages, or network failures, could impact the availability or functionality of the Idea Morph platform. While we strive to minimize the impact of such events, we cannot be held responsible for any resulting service disruptions or delays.
7.3. Force Majeure
In the event of a force majeure event, which refers to unforeseen circumstances or events that are beyond our reasonable control and make it impossible or impractical for us to fulfill our obligations, we may temporarily suspend or terminate the provision of the service. Force majeure events may include but are not limited to natural disasters, war, government actions, labor disputes, or infrastructure failures.
7.4. Suspension for misuse or fraud
We reserve the right to suspend or restrict access to the Idea Morph platform without prior notice in cases of suspected or confirmed misuse, fraud, violation of our terms of service, or any activity that poses a threat to the security, integrity, or availability of the service. Such suspension may be necessary to protect the interests of our users and ensure the proper functioning of the platform. We will make reasonable efforts to investigate the situation and inform you of any actions taken.
8.Warranties and disclaimers
8.1. Use of the Idea Morph platform is at your own risk
The Idea Morph platform and its associated services are provided on an "as is" and "as available" basis. Idea Morph SRL does not warrant or guarantee that the platform will be uninterrupted, error-free, secure, or suitable for your specific needs. You acknowledge and agree that your use of the service is at your own risk and discretion.
8.2 No warranty of accuracy or completeness
Idea Morph SRL does not make any representations or warranties regarding the accuracy, reliability, or completeness of the content, materials, or information available on the platform. Any reliance you place on such content is strictly at your own risk.
8.3 No warranty of results or outcomes:
Idea Morph SRL does not guarantee or warrant any specific results or outcomes from using the platform. The generation of ideas or the success of projects is dependent on various factors, including user input, collaboration, and external circumstances. Therefore, we cannot guarantee the achievement of specific goals or objectives.
8.4 No endorsement of Third-Party content:
The platform may contain links to third-party websites or resources that are not controlled or operated by Idea Morph SRL. We do not endorse, warrant, or assume responsibility for the accuracy, legality, or appropriateness of any content, advertising, products, services, or other materials on or available from such third-party websites or resources.
8.5. No warranty of compatibility:
Idea Morph SRL does not warrant or guarantee that the platform will be compatible with all devices, operating systems, or browsers. It is your responsibility to ensure that you have the necessary technology and software to access and use the service.
8.6. Exclusion of implied warranties:
To the maximum extent permitted by applicable law, Idea Morph SRL disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and compatibility.
9.Limitation of Liability:
In no event shall Idea Morph SRL be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or in connection with:
9.1 Defamatory, offensive, or illegal conduct:
Idea Morph SRL shall not be liable for any defamatory, offensive, or illegal conduct of any other users or third parties on the platform. You acknowledge and agree that you may be exposed to such conduct while using the service and that Idea Morph SRL shall not be responsible for any harm or damages resulting from such conduct.
9.2. Loss or misconduct due to unauthorized account access:
Idea Morph SRL shall not be liable for any loss, damages, or misconduct arising from unauthorized access to your account. It is your responsibility to maintain the security and confidentiality of your account credentials, and any unauthorized use or access to your account should be reported to us immediately.
9.3. Third-Party services and content:
Idea Morph SRL shall not be liable for any damages, losses, or issues arising from the use of third-party services or the content provided by third parties. This includes but is not limited to any errors, inaccuracies, or omissions in such third-party services or content.
9.4. Limitations imposed by law:
Some jurisdictions may not allow the exclusion or limitation of certain types of damages or liabilities. Therefore, the above limitations may not apply to you to the extent prohibited by applicable law. To the maximum extent permitted by applicable law, Idea Morph SRL's total liability for any claim arising out of or in connection with the platform or these Terms of Service, regardless of the cause of action, shall be limited to the amount paid by you, if any, for the use of the service during the twelve (12) months prior to the claim. You understand and agree that the limitations of liability set forth in this section are fundamental elements of the agreement between you and Idea Morph SRL, and the platform would not be provided to you without such limitations.
10. Indemnification:
You agree to indemnify, defend, and hold harmless Idea Morph SRL, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that arise from or are related to your use of the platform, your violation of these Terms of Service, or your infringement of any intellectual property or other rights of any third party.
Idea Morph SRL reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such a case, you agree to cooperate with Idea Morph SRL in asserting any available defenses. This indemnification provision shall survive the termination or expiration of these Terms of Service and your use of the platform. Please note that Idea Morph SRL will provide prompt notice of any such claim, suit, or proceeding and will reasonably cooperate with you, at your expense, in your defense of any such claim, suit, or proceeding.
However, Idea Morph SRL retains the right to participate in the defense of any claim, suit, or proceeding at its own expense, subject to your indemnification obligations stated above. It is your responsibility to ensure that the content you upload or share on the platform does not infringe upon the intellectual property rights or violate any applicable laws or regulations. You acknowledge and agree that any legal consequences or liabilities arising from such infringement or violation will be solely your responsibility. Please consult with legal counsel to understand the scope and implications of the indemnification obligations outlined in this section.
11. General Terms:
11.1. Ownership and Copyright:
All intellectual property rights, including but not limited to the identity, logo, concept, and functionalities of the platform, are owned by Idea Morph SRL. These rights are protected by copyright, trademark, and other intellectual property laws. You acknowledge and agree that Idea Morph SRL retains all ownership rights to its intellectual property. You are granted a limited, non-exclusive, non-transferable right to use the platform and its functionalities solely for the purposes outlined in these Terms of Service.
You may not modify, distribute, reproduce, sell, lease, or create derivative works based on any part of the platform without the prior written consent of Idea Morph SRL. Any feedback, suggestions, or ideas that you provide to Idea Morph SRL regarding the platform may be used by Idea Morph SRL without any obligation to compensate you, and you hereby grant Idea Morph SRL a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, adapt, publish, translate, distribute, and display such feedback, suggestions, or ideas.
11.2. Restrictions:
You agree not to engage in any unauthorized use, copying, or distribution of the platform, its content, or any other materials provided by Idea Morph SRL. You may not reverse engineer, decompile, disassemble, or attempt to derive the source code of the platform or any part thereof, unless expressly permitted by applicable law.
11.3. Modifications to the Platform:
Idea Morph SRL reserves the right to modify, suspend, or discontinue the platform or any part thereof at any time without prior notice. We may release updates, upgrades, or new features to improve the platform's performance and user experience. You agree that Idea Morph SRL shall not be liable to you or any third party for any modification, suspension, or discontinuation of the platform.
11.4. No partnership or agency:
These Terms of Service do not create any partnership, joint venture, employment, or agency relationship between you and Idea Morph SRL. You acknowledge that you are an independent contractor and have no authority to bind Idea Morph SRL in any way.
11.5 Governing law and dispute resolution:
These Terms of Service shall be governed by and construed in accordance with the laws of the jurisdiction in which Idea Morph SRL is registered. Any disputes arising out of or in connection with these Terms of Service shall be resolved through amicable negotiations between the parties. If a resolution cannot be reached, the dispute shall be submitted to binding arbitration in accordance with the rules of the relevant arbitration body.
11.6. Entire Agreement:
These Terms of Service constitute the entire agreement between you and Idea Morph SRL regarding your use of the platform, except as explicitly stated otherwise. However, please note that certain features, services, or promotional campaigns offered on the platform may have additional terms and conditions that are specific to those features, services, or campaigns. It is your responsibility to review and agree to any such additional terms and conditions before participating in or using those features, services, or campaigns.
For example, Idea Morph SRL may run marketing campaigns, special offers, or open projects with specific terms and conditions that differ from the general Terms of Service outlined here. These additional terms and conditions will be clearly communicated to you in conjunction with the respective campaign or project. It is important that you carefully read and understand these separate terms and conditions before participating or engaging with such campaigns or projects. In the event of any conflict or inconsistency between these general Terms of Service and any specific terms and conditions applicable to a particular feature, service, or campaign, the specific terms and conditions shall prevail to the extent of such conflict or inconsistency. I
f any provision of these Terms of Service is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. By using the platform, you acknowledge that you have read, understood, and agreed to these Terms of Service, as well as any additional terms and conditions that may apply to specific features, services, or campaigns offered by Idea Morph SRL.
11.7. Notice:
Idea Morph SRL may provide you with notices, including those regarding changes to the Terms of Service, through various means such as email, notifications within the platform, or by posting them on our website. It is your responsibility to ensure that the contact information provided in your account settings is accurate and up to date. You agree that any notice from Idea Morph SRL delivered to the contact information associated with your account shall be deemed as sufficient notice, whether or not you actually receive it. If you need to send a notice to Idea Morph SRL, you can do so by contacting us through the designated email address provided on our website or through the communication channels specified in the platform.
11.8. Force Majeure:
Idea Morph SRL shall not be liable for any failure or delay in performing its obligations under these Terms of Service if such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, labor disputes, governmental actions, epidemics, or any other unforeseen circumstances that make it commercially impracticable or impossible to fulfill its obligations. In the event of such force majeure events, Idea Morph SRL will make reasonable efforts to mitigate the impact and resume normal operations as soon as reasonably possible. During the occurrence of a force majeure event, Idea Morph SRL may temporarily suspend or modify its obligations under these Terms of Service to the extent necessary.
