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Terms & Conditions

Last updated: 05/08/2024

This Website and all functions, content and services related thereto are operated and maintained by Morphoses Skills Ltd., Kemp House, 160 City Road, EC1V 2NX, London, UK, Company registration number 13526879 (“Morphoses”, “we”, “us”, “our”). The present Terms of Service (the “Terms”) apply to the use both of our website (https://www.morphoses.io) and our learning platform (https://app.morphoses.io/),(collectively referred to as the “Website”).

The present document contains:

A. Terms of Service

B. Terms & Conditionsfor Content Creators

A. Terms of Service

1. INTRODUCTION

These Terms are applicable for all relations between Morphoses and any registered user of the Website, including students, parents/caregivers, tutors, instructors and any other user authorized by Morphoses (the “User/-s”, “you”, “your”) who want to access our soft skills development courses available on the Website (the “Services”). By accepting these Terms and/or visiting or using the Website, you enter a binding agreement with Morphoses and agree to be bound by all of the terms and conditions contained herein. If you do not wish to be bound by these Terms, you should abstain from using the Website. By accessing the Website and using our Services, you agree that you have read, understand and agree to these terms. You also agree to review this document periodically to be aware of potential changes that Morphoses may make at any time. The most current version of the Terms is displayed at the top of this page. Your continued use of this Website will assume your conclusive acceptance of this or any future modified agreement. Any new services, features or tools which may be added to our Website shall also be subject to the present Terms.

2. MINORS

The Website is primarily intended to be used by underage students (6-17 years old) who attend our courses (the “Students”). The use of this Website by Students under 15 years old is subject to the consent of their parents or caregivers. We advise parents or caregivers who permit their children to use this Website that they communicate with their children about their safety online. Minors who are using this Website should be made aware of the potential risks to them and of their obligation to comply with the Terms when using this Website.

3. REGISTRATION

In order to be able to use our Services, Users must first purchase a subscription plan and then register on the Website following the respective instructions. For registration purposes, Users shall fill in some personal information, such as name and email address, as well as some information regarding the Student/-s which are necessary for the performance of our Services. For more information, please read our Privacy Notice.

In no case can a Student register on the Website on his/her own. Such Users can only use our Services upon registration by their parents/caregivers or another authorized User (e.g. school administrator), subject to their parents’ or caregivers’ consent. By creating a Student account on the Website, you explicitly consent to the use of our Website and Services by your child. If you suspect that your child is using our Services without your prior knowledge and permission, please notify us immediately.

4. GRANT OF LICENSE / SINGLE USER SUBSCRIPTION

Morphoses grants Users a non-exclusive, non-transferable license to use some or all portions of the Website in strict accordance with these Terms and the features included in the respective agreement/subscription plan (the “License Agreement”). This license is for personal use only and may not be used for commercial purposes or shared in any way. Each User is considered a unique Morphoses User. User License is defined as a single user license connected to a named User. The email address attached to the single User License must be specifically associated solely with that individual. Certain accounts (e.g. companies, schools) may purchase multiple User Licenses, one for each respective Student.

5. LESSONS

All lessons are conducted on our Website’s virtual classrooms by Morphoses’ experienced tutors. Parents may enroll their respective Students to any class they want, based on their age, preferences and soft skills they wish to develop. The scope, description and schedule of each lesson is available on the respective lesson’s page.

All lessons are delivered in real-time, according to the respective schedule. In case a lesson needs to be canceled for any reason, we will notify you in advance. Students must log-in on time, using their parents’ or their own credentials (option available only for Students of at least 15 years old). In case of delay or absence of any Student, the lesson shall take place nevertheless.

Only registered Students are allowed to be present during the lessons. Presence of their parents/caregivers is prohibited for any reason. In case of presence of a parent/caregiver during a lesson, Morphoses reserves the right to suspend the delivery of the lesson until such parent/caregiver leaves, notwithstanding any other rights or remedies available to us due to the breach of the present term.

Lessons are recorded for safety and quality assurance purposes. For more information, please read our Privacy Notice.

6. PROHIBITED USE

All Users are expected to use the Website in a legitimate manner, to respect each other, to contribute to the orderly operation of the Website and to help us improve our Services to the benefit of our Students.

Therefore, it is explicitly forbidden and you shall not, in any case:

● use the Services and/or the Website in any way that damages, disables, overburdens, or impairs any of our Services and/or the Website, or interferes with any other party’s use of them;

● upload, publish or distribute in any other way malign, offensive, discriminating, obscene, defamatory or hate-promoting content;

● upload any content which violates intellectual property, privacy, or other rights of others;

● upload or incorporate any malicious or harmful code, viruses, Trojan Horses, worms, time bombs, cancelbots, or other malware that might damage our property or the property of other parties;

● misrepresent, publish or share any false or misleading information;

● defame, abuse, harass, discriminate against or in any way violate any legal rights of any other person;

● gain or attempt to gain unauthorized access to any other Users’ accounts;

● copy, reproduce, transfer, sell, translate, port, modify or make derivative works of any part of our Services and/or the Website;

● reverse engineer, decompile, disassemble, or otherwise seek to obtain or derive any source code, source files or structure of the Website;

● access or use the Website for the purpose of competitive analysis or building a similar or competitive product or service;

● use the Services or the Website for any other unlawful or prohibited purpose;

● allow, make possible, encourage or assist any third party to do any of the foregoing.

We reserve the right, at any time we detect or suspect an action or omission by any User or visitor of the Website that consists a non-acceptable use of our Website, to remove any unlawful content, terminate the breaching User’s License Agreement and immediately suspend and/or permanently delete the breaching User’s account without any notice, notwithstanding any other rights available to us as per the present Terms and the applicable laws.

7. SECURITY

While we take all reasonable measures to protect the security of your account and your information that you share with us, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. In case of a breach or a suspected breach of your data, we will notify you immediately.

You also agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

8. TERMINATION OF LICENSE

Once an applicable subscription period has concluded, the license granted by the respective License Agreement shall immediately terminate and you shall have no further right to access, review or use in any manner any of our Services. Morphoses reserves the right to terminate your subscription and/or suspend or permanently delete your account if, at its sole discretion, Morphoses believes you are in violation of this License Agreement, the applicable laws or any of the Terms herein. Upon the occurrence of any of these termination events, no refund will be made of any amounts previously paid to Morphoses.

Morphoses reserves the right, in its sole discretion, to terminate your access to and use of the Services or any part hereof, and to remove and discard any material posted by you hereon, for any reason whatsoever, including, without limitation, for lack of use, or if Morphoses believes that you have violated or acted inconsistently with the letter or spirit of the present Terms; provided, however, that Morphoses will have no liability or responsibility for the performance or non-performance of such activities. Morphoses may also, in its sole discretion and at any time, discontinue operation of the Website, or any part hereof. Any such termination may be affected without any prior notice. Upon any such termination, Morphoses may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Website generally. Further, Morphoses shall not be liable to you or any third-party for any termination of your access to the Website.

You may request deletion of your account at any time by sending us an email to: support@morphoses.io . No refunds will be given in case you delete your account before the end of your subscription period, unless otherwise expressly provided for.

9. OWNERSHIP AND INTELLECTUAL PROPERTY

The Website contains copyrighted material, trademarks, and other proprietary and confidential information of Morphoses and others (collectively “Proprietary Material”), including, but not limited to, video, text, educational material, software, photos, graphics, image, music, and sound. Third party trademarks, content and software required by or made available by or through this Website is the property of its respective owner and use is subject to the license or terms provided by such owner.

You do not receive any, and Morphoses retains all exclusive ownership rights, title and interests in the Proprietary Material. Except as otherwise expressly permitted by these Terms, or as permitted under copyright law, no posting, copying, transmission, retransmission, distribution, redistribution, publication, republication, decompilation, disassembling, reverse engineering, or otherwise reproducing, storing, transmitting, modifying, or commercially exploiting any Proprietary Material in any form or by any means, for any purpose, is permitted without the express written permission of Morphoses. The use of third-party applications to capture or record data streams is recognized as a method of reproduction prohibited by this agreement. You shall not alter or remove any copyright notice or proprietary notice or legend contained on the Website. You shall take all reasonable steps and precautions to ensure that your use of the Services is in strict compliance with this License Agreement. Upon your discovery and/or the request of Morphoses, you agree to promptly remedy any violation of this License Agreement and to provide Morphoses with sufficient evidence that you are in compliance with this License Agreement.

If, during your use of the Website and/or our Services, you upload on the Website any proprietary content of yours protected by intellectual property rights (such as trademarks, images, photos etc.), you expressly provide us with the right to use them during the performance of our Services and to share them with other users of our Website. We shall not use such content outside the Website or for any other purpose.

10. THIRD PARTY CONTENT

Morphoses is not the owner, nor does it have control of third-party websites, platforms or applications that may be available via hyperlinks on the Website. Your access to and use of such third party websites, platforms or applications, takes place on your own responsibility and in accordance with the respective terms and policies applicable to them.

Such hyperlinks may be provided only for your convenience and do not and should not be viewed as suggesting any association with or endorsement of or by such linked websites, nor should it be implied that Morhposes agrees with, embraces or supports any of the content included in such third-party websites or platforms.

11. LIMITED WARRANTY

THE WEBSITE AND ALL THE CONTENTS HEREOF ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. MORPHOSES AND ITS AFFILIATES AND THIRD PARTIES ASSOCIATED WITH THE WEBSITE, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS. MORPHOSES AND ITS AFFILIATES AND THIRD PARTIES ASSOCIATED WITH THE WEBSITE MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE WEBSITE OR THE CONTENTS HEREOF. MORPHOSES DOES NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE OR ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ITEMS. IF YOUR USE OF THE WEBSITE OR THE CONTENTS HEREOF RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, MORPHOSES IS NOT RESPONSIBLE FOR THOSE COSTS. MUCH OF THE MATERIAL ON THE WEBSITE IS PROVIDED BY THIRD PARTIES AND MORPHOSES SHALL NOT BE HELD RESPONSIBLE FOR ANY SUCH THIRD PARTY MATERIAL. YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH ANY OF THE MATERIALS OR OTHER CONTENTS OF THE WEBSITE OR WITH THIS AGREEMENT, INCLUDING MORPHOSES’ PRIVACY NOTICE, OR OTHER POLICIES, YOUR SOLE REMEDY IS TO DISCONTINUE USE OF THE WEBSITE. ALTHOUGH THE WEBSITE IS INTENDED TO BE EDUCATIONAL, NEITHER MORPHOSES OR ITS AFFILIATES OR ANY THIRD PARTY ASSOCIATED WITH THE WEBSITE MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES THAT ANY USER HEREOF WILL OBTAIN ANY PARTICULAR RESULT, INCLUDING, WITHOUT LIMITATION, MASTER ANY PARTICULAR SKILLS OR PASS ANY EXAMINATION OR ACHIEVE ANY OTHER TANGIBLE RESULTS BASED UPON USE OF THE PRODUCTS, SERVICES, OR OTHER OFFERINGS ON THIS WEBSITE. IN NO EVENT SHALL MORPHOSES OR ITS AFFILIATES OR THIRD PARTIES ASSOCIATED WITH THE WEBSITE BE LIABLE TO ANY USER OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR LOST PROFITS) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE OR THE CONTENTS THEREOF, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE MORPHOSES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. LIMITATIONS ON LIABILITY, REMEDIES AND INDEMNIFICATION

To the maximum extent permitted by law, we hereby expressly deny any liability with respect to:

● any personal injury or death that is in any way, directly or indirectly, connected with any of our Services;

● any direct or indirect, special, incidental, punitive, or consequential damage, including lost profits, arising out of the use or performance of the Website and/or our Services;

● any damage of property, unauthorized access, data loss, data breach and/or leak of confidential information shared on our Website and/or exchanged between our Users, to the extent that such event cannot be attributed to our negligence or willful misconduct;

● any damage of property, unauthorized access, data loss, data breach and/or leak of confidential information and any exposure to false, misleading, violent or otherwise harmful content of third party websites, platforms and applications accessible via our Website;

● any damage, loss of revenues or loss of profit arising out of the non-availability or failure to duly perform our Services due to error, omission, interruption, deletion, defect, delay in operation or transmission or delivery, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of records, programs or files.

In the event of any breach of the terms of the License Agreement or any of the Terms herein, Morphoses reserves the right to seek and recover damages for such breach, including but not limited to damages for copyright infringement, trademark infringement and for unauthorized use of Morphoses content Proprietary Material. Morphoses also reserves the right to seek and obtain injunctive relief in addition to all other remedies at law or in equity.

You agree to indemnify and hold Morphoses, partners, or subsidiary organizations, officers, agents and employees, harmless from any claim, loss, demand, or damage, including reasonable attorneys’ fees, asserted by any third party resulting from your breach of any provision of these Terms, your negligent or wrongful acts, and/or your violation of any applicable laws.

13. MODIFICATION OF SERVICES

Morphoses may at any time, without notice or liability, change or eliminate any content or feature of the Website, add or remove Services, or restrict the use of any portion of the Website, including limiting the time of its availability, the amount of use permitted, or the persons who are permitted to use it. Your only right with respect to any dissatisfaction with any service-related change or elimination is to cease use of the Website.

14. DATA PROTECTION

Morphoses and you shall comply with the provisions of applicable data protection laws. Morphoses takes the protection of your personal data very seriously and strictly abides by the data protection laws that apply to it. Morphoses collects, processes and uses personal data of Users and Students for the performance of its Services. For more information please see our Privacy Notice.

15. MISCELLANEOUS

All communication between the parties shall be carried out through notifications or by e-mail to the e-mail addresses indicated by the Users during registration, or by any other suitable means of which there is evidence of receipt to the persons and addresses indicated.

Failure by Morphoses to enforce any provision(s) of these Terms shall not be construed as a waiver of any provision or right.

Nothing in these Terms shall affect your statutory rights as a consumer and all terms shall apply to the extent permitted by applicable law.

If any provision of these Terms is declared, totally or partially, null or ineffective, such nullity or ineffectiveness shall only affect such provision or the part thereof that is null or ineffective, while these Terms shall remain in force in all other respects and such provision shall be deemed totally or partially not included.

These Terms, and all other aspects of your use of the Website, shall be governed by and construed in accordance with the laws of England and Wales, without regard to any statutory or common-law provision pertaining to conflicts of laws. Each party irrevocably agrees that the competent courts of London, England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement (including non-contractual disputes or claims).

Except for each party’s payments obligations, neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, wars, terrorism, communication failures, strikes or shortages of materials or governmental action.

B. Terms & Conditions for Content Creators

1. INTRODUCTION

When you register as a Content Creator on https://morphoses.io/ (“Website”), you consent to follow these Terms & Conditions for Content Creators (“Terms”).

These Terms are applicable for all relations between Morphoses and any user of the Website that creates a content creator account (“Content Creator/-s”, “you”, “your”) in order to develop and deliver educational content using the features and tools of the Website.

By accepting these Terms, you enter a binding agreement with Morphoses and agree to be bound by all of the terms and conditions contained herein.

You also agree to review this document periodically to be aware of potential changes that Morphoses may make at any time. The most current version of the Terms is displayed at the top of this page. Your continued use of this Website will assume your conclusive acceptance of this or any future modified agreement.

Any new services, features or tools which may be added to the Website shall also be subject to the present Terms.

2. SCOPE

As a Content Creator, you will use the Website to create and/or upload educational content, such as quizzes, coding exercises, practice tests, assignments, resources, answers, course landing page content, labs, assessments, and announcements (“Content”), which will be utilized by the tutors of Morphoses (including, as the case may be, the Content Creator himself/herself) during the classes they deliver through the Website (“Services”).

Morphoses will provide you with useful tools, options and features for the creation of your Content, including the integration into the Website of relevant third-party content/tools (e.g. Youtube, Canva, Spotify etc.).

Unless otherwise specified herein, the specific scope and nature of the Content will be agreed upon with Morphoses under a relevant Statement of Work (SOW) or other similar agreement.

The thematic units, titles, and arrangement of the Content you will create and deliver will be decided at your discretion, using the tools, parameters and format given by Morphoses, and taking into account the range of topics which Morphoses considers appropriate to cover and/or the terms of the respective SOW.

3. OBLIGATIONS OF CONTENT CREATORS

As a Content Creator, you affirm and guarantee that:

● you will provide and maintain accurate account information;

● you own or have the necessary licenses, rights, consents, permissions, and authority to authorize Morphoses to use your Content as detailed in these Terms;

● your Content will not violate or misuse any third party's intellectual property rights;

● you possess the required qualifications, credentials, and expertise (including education, training, knowledge, and skills) that is necessary for the creation and/or delivery of the Content.

You also guarantee that you will not:

● post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory, or libelous content or information;

● post or transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation (commercial or otherwise) on the Website and/or or to any user of the Website;

● use the Services for purposes other than providing tutoring, teaching, and instructional content and services to students;

● engage in any activity that would require us to obtain licenses from or pay royalties to any third party, including paying royalties for the public performance of a musical work or sound recording;

● sell, license, present, deliver or otherwise make available the Content for use by third parties that provide services which may be deemed competitive to the Services provided by Morphoses;

● frame or embed the Services (such as embedding a free version of a course) or otherwise circumvent the Services;

● impersonate another person or gain unauthorized access to another person's account;

● interfere with or prevent other Content Creators from providing their Services or Content;

● abuse Morphoses’ resources, including support services.

4. USE OF CONTENT

The utilization of the Content by Morphoses in the context of the Services, or otherwise, shall always remain at Morphoses’ sole discretion. Morphoses may undertake, under a respective SOW, several commitments in relation to the utilization of the Content (such as utilization of the Content in a minimum number of classes). It is understood, however, that such commitments shall not in any case abrogate Morphoses’ absolute right to perform the Services (including the content of the classes) as it deems appropriate.

Should you meet the stipulated requirements and qualify to become a tutor, you will be given priority to tutor classes based on your curriculum, subject to your availability and the execution of the respective agreement with Morphoses.

5. INTELLECTUAL PROPERTY

You retain the copyright to your original work, including but not limited to texts, assets, images, and design materials used to form the Content.

Subject to the terms and conditions herein, you grant Morphoses an exclusive, sublicensable, revocable, perpetual, worldwide, royalty-free, and fully paid-up license to reproduce, adapt, translate, modify, prepare derivative works of, publicly display, publicly perform, sublicense, make available, and distribute the Content and any derivative works thereof.

All of the Morphoses’ intellectual property rights, including but not limited to the dashboard designs and all assets, images and design material used for the content creation, are and shall remain the exclusive property of Morphoses. No rights to Morphoses’ intellectual property rights are assigned or granted to you.

6. COMPENSATION

You may be entitled to compensation for the creation and/or utilization of the Content.

The specific terms of such compensation and its payment thereof are described in the respective SOW to be signed between you and Morphoses.

7. RIGHTS AND OBLIGATIONS OF MORPHOSES

Morphoses shall make all reasonable efforts to:

● maintain the Website in a well-functioning and dynamic state;

● provide you with the tools and features for the creation of your Content;

● implement necessary security measures and

● ensure continuous user enrollment availability.

Morphoses, in its sole discretion, reserves the right to remove Content, suspend payouts, and/or ban you for any reason at any time, without prior notice, including in cases where:

● you or your Content do not comply with these Terms, other applicable terms and policies of the Website and/or the law;

● your Content falls below Morphoses’ quality standards or negatively impacts the student experience;

● you engage in behavior that might reflect unfavorably on Morphoses or bring Morphoses into public disrepute, contempt, scandal, or ridicule;

● you use the Website and/or the Services in a manner that constitutes unfair competition, such as promoting your off-site business in a way that violates Morphoses' policies.

8. LIMITED WARRANTY

THE Website AND ALL THE CONTENTS HEREOF ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. MORPHOSES AND ITS AFFILIATES AND THIRD PARTIES ASSOCIATED WITH THE Website, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS. MORPHOSES AND ITS AFFILIATES AND THIRD PARTIES ASSOCIATED WITH THE Website MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE Website OR THE CONTENTS HEREOF. MORPHOSES DOES NOT WARRANT THAT THE Website WILL OPERATE ERROR-FREE OR THAT THE Website OR ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL ITEMS. IF YOUR USE OF THE Website OR THE CONTENTS HEREOF RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, MORPHOSES IS NOT RESPONSIBLE FOR THOSE COSTS. MUCH OF THE MATERIAL ON THE Website IS PROVIDED BY THIRD PARTIES AND MORPHOSES SHALL NOT BE HELD RESPONSIBLE FOR ANY SUCH THIRD PARTY MATERIAL. YOUR USE OF THE Website IS AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH ANY OF THE MATERIALS OR OTHER CONTENTS OF THE Website OR WITH THIS AGREEMENT, INCLUDING MORPHOSES’ PRIVACY NOTICE, OR OTHER POLICIES, YOUR SOLE REMEDY IS TO DISCONTINUE USE OF THE Website. NO WARRANTIES ARE PROVIDED TO THE CONTENT CREATOR WITH RESPECT TO ANY MINIMUM AND/OR GUARANTEED INCOME ARISING OUT OF THE USE OF HIS/HER CONTENT ON THE Website. IN NO EVENT SHALL MORPHOSES OR ITS AFFILIATES OR THIRD PARTIES ASSOCIATED WITH THE Website BE LIABLE TO THE CONTENT CREATOR OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR LOST PROFITS) RESULTING FROM THE USE OR INABILITY TO USE THE Website OR THE CONTENTS THEREOF, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE MORPHOSES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. INDEMNIFICATION

To the fullest extent allowed by applicable law, you agree to indemnify and hold Morphoses, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Website (including any actions taken by a third party using your account), and (b) your violation of these Terms.

10. DATA PROTECTION

Morphoses and you shall comply with the provisions of applicable data protection laws. Morphoses takes the protection of your personal data very seriously and strictly abides by the data protection laws that apply to it. Morphoses may collect, process and use some of your personal data for your enrollment on the Website. For more information please see our Privacy Notice.

11. THIRD-PARTY CONTENT

Morphoses is not the owner, nor does it have control of third-party websites, Websites or applications that may be available via hyperlinks or otherwise on the Website. Your access to and use of such third party websites, Websites or applications, takes place on your own responsibility and in accordance with the respective terms and policies applicable to them. Such hyperlinks and/or integrations into the Website may be provided only for your convenience and do not and should not be viewed as suggesting any association with or endorsement of or by such linked websites, nor should it be implied that Morhposes agrees with, embraces or supports any of the content included in such third-party websites or Websites.

12. VIOLATION OF TERMS

Failure to follow any of these Terms shall constitute a breach of these Terms, which may result in immediate termination of your account and/or any active SOW, notwithstanding any other rights available to Morphoses.

Morphoses has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

13. MISCELLANEOUS

You agree that these Terms are the complete and exclusive statement of the mutual understanding between you and us, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.

Each party acts as an independent contract and nothing contained in these Terms shall be interpreted as if it creates any employment relationship or similar relationship between you and Morphoses.

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Morphoses account, in any way (by operation of law or otherwise) without our prior written consent.

You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Morphoses (and/or any of its affiliates), and you do not have any authority of any kind to bind us in any respect whatsoever.

Failure by Morphoses to enforce any provision(s) of these Terms shall not be construed as a waiver of any provision or right.