This MorphID Subscriber Agreement ("Agreement") is a legal document that explains your rights and obligations as a subscriber of MorphID which is provided by Morph 3D.
MorphID is an online service offered by Morph 3D. You become a subscriber of MorphID ("Subscriber") by (a) submitting the registration of a MorphID user account or (b) logging into your user account. This Agreement takes effect as soon as you become a Subscriber.
For any interaction with MorphID your contractual relationship is with Morph 3D.
When you submit MorphID’s registration you create a MorphID account ("Account"). Your Account may also include billing information you provide for the purchase of Subscriptions, Content and Services and any physical merchandise offered for purchase through MorphID (“Hardware”). You may not reveal, share or otherwise allow others to use your password or Account information except as otherwise specifically authorized by Morph 3D. You are responsible for the confidentiality of your login and password and for the security of your computer system. Morph 3D is not responsible for the use of your password and Account or for the communication and activity on MorphID that results from use of your login name and password by you, by any person to whom you may have intentionally or by negligence disclosed your login and/or password in violation of this confidentiality provision, or by any other person who fraudulently used your login and password without your permission.
Your Account, including any information pertaining to it (e.g.: contact information, billing information, Account history and Subscriptions, etc.), is strictly personal. You may therefore not sell or charge others for the right to use your Account, or otherwise transfer your Account, nor may you sell, charge others for the right to use, or transfer any Subscriptions other than if and as expressly permitted by this Agreement (including any Subscription Terms or Rules of Use) or as otherwise specifically permitted by Morph 3D.
MorphID and your Subscription(s) require the automatic download and installation of Content and Services onto your computer. Morph 3D hereby grants, and you accept, a non-exclusive license and right, to use the Content and Services for your personal, non-commercial use (except where commercial use is expressly allowed herein or in the applicable Subscription Terms). This license ends upon termination of (a) this Agreement or (b) a Subscription that includes this license. The Content and Services are licensed, not sold. Your license confers no title or ownership in the Content and Services. To make use of the Content and Services, you must have a MorphID Account and you may be required to be running software from Morph 3D as well as other third party entities and maintaining a connection to the Internet.
For reasons that include, without limitation, system security, and stability, MorphID may need to automatically update, pre-load, create new versions of or otherwise enhance the Content and Services and accordingly, the system requirements to use the Content and Services may change over time. You consent to such automatic updating. You understand that this Agreement (including applicable Subscription Terms) does not entitle you to future updates, new versions or other enhancements of the Content and Services associated with a particular Subscription, although Morph 3D may choose to provide such updates, etc. at its sole discretion.
Morph 3D may from time to time make software accessible to you via MorphID or through third party sites prior to the general commercial release of such software ("Beta Software"). You are not required to use Beta Software, but if Morph 3D offers it, you may elect to use it under the following terms. Beta Software will be deemed to consist of Content and Services, and each item of Beta Software provided will be deemed a Subscription for such Beta Software, with the following provisions specific to Beta Software:
Your right to use the Beta Software may be limited in time, and may be subject to additional Subscription Terms;
Morph 3D may request or require that you provide suggestions, feedback, or data regarding your use of the Beta Software, which will be deemed User Generated Content under Section 6 (User Generated Content) below; and
In addition to the waivers and limitations of liability for all Software under Section 7 (Disclaimers; Limitations on Liability; No Guarantees; Limited Warranty) below as applicable, you specifically acknowledge that Beta Software is only released for testing and improvement purposes, in particular to provide Morph 3D with feedback on the quality and usability of said Beta Software, and therefore may contain errors, is not final and may create incompatibilities or damage to your computer, data, and/or software. If you decide to install and/or use Beta Software, you shall only use it in compliance with its purposes, i.e. for testing and improvement purposes and in any case not on a system or for purposes where the malfunction of the Beta Software can cause any kind of damage. In particular, maintain full backups of any system that you choose to install Beta Software on.
Morph 3D appreciates the community of Subscribers that creates fan art, fan fiction, and audio-visual works that reference MorphID, or games or applications accessed through MorphID ("Fan Art"). You may incorporate video recordings or images of MorphID or games accessed through MorphID into your Fan Art. Except as otherwise set forth in this Section or in any Subscription Terms, you may use, reproduce, publish, perform, display and distribute Fan Art that incorporates images of video recorded from Morph 3D games however you wish, but solely on a non-commercial basis. If you incorporate any third-party content in any Fan Art, you must be sure to obtain all necessary rights from the owner of that content and you shall indemnify Morph 3D and its affiliates from any and all claims arising from use of such third-party content.
All title, ownership rights and intellectual property rights in and to the Content and Services and any and all copies thereof, are owned by Morph 3D, its affiliates and/or its or its affiliates’ licensors. All rights are reserved, except as expressly stated herein. The Content and Services are protected by copyright laws, international copyright treaties and conventions and other laws. The Content and Services contain certain licensed materials and Morph 3D’s, its affiliate’s and its affiliates’ licensors may take any and all actions legally permitted to protect their rights in the event of any violation of this Agreement.
You may not use the Content and Services for any purpose other than the permitted access to MorphID and your Subscriptions, and to make personal, non-commercial use of your Subscriptions, except as otherwise permitted by this Agreement or applicable Subscription Terms. Except as otherwise permitted under this Agreement (including any Subscription Terms or Rules of Use), or under applicable law notwithstanding these restrictions, you may not, in whole or in part, copy, photocopy, reproduce, publish, distribute, translate, reverse engineer, derive source code from, modify, disassemble, decompile, create derivative works based on, or remove any proprietary notices or labels from the Content and Services or any software accessed via MorphID without the prior consent, in writing, of Morph 3D.
You are entitled to use the Content and Services for your own personal use, but you are not entitled to: (i) sell, grant a security interest in or transfer reproductions of the Content and Services to other parties in any way, nor to rent, lease or license the Content and Services to others without the prior written consent of Morph 3D, except to the extent expressly permitted elsewhere in this Agreement (including any Subscription Terms or Rules of Use); (ii) host or provide matchmaking services for the Content and Services or emulate or redirect the communication protocols used by Morph 3D in any network feature of the Content and Services, through protocol emulation, tunneling, modifying or adding components to the Content and Services, use of a utility program or any other techniques now known or hereafter developed, for any purpose including, but not limited to network play over the Internet, network play utilizing commercial or non-commercial gaming networks or as part of content aggregation networks, websites or services, without the prior written consent of Morph 3D; or (iii) exploit the Content and Services or any of its parts for any commercial purpose, except as expressly permitted elsewhere in this Agreement (including any Subscription Terms or Rules of Use).
When you provide payment information to Morph 3D or to one of its payment processors, you represent to Morph 3D that you are the authorized user of the card, PIN, key or account associated with that payment, and you authorize Morph 3D to charge your credit card or to process your payment with the chosen third-party payment processor for any Subscription, Hardware or other fees incurred by you. Morph 3D may require you to provide your address or other information in order to meet their obligations under applicable tax law.
For Subscriptions purchased based on an agreed usage period, where recurring payments are made in exchange for continued use (“Recurring Payment Subscriptions”), by continuing to use the Recurring Payment Subscription you agree and reaffirm that Morph 3D is authorized to charge your credit card, or to process your payment with any other applicable third-party payment processor, for any applicable recurring payment amounts. If you have purchased any Recurring Payment Subscriptions, you agree to notify Morph 3D promptly of any changes to your credit card account number, its expiration date and/or your billing address, or your PayPal or other payment account number, and you agree to notify Morph 3D promptly if your credit card or PayPal or other payment account expires or is canceled for any reason.
If your use of Morph 3D is subject to any type of use or sales tax, then Morph 3D may also charge you for those taxes, in addition to the Subscription or other fees published in the Rules of Use. The European Union VAT (“VAT”) tax amounts collected by Morph 3D reflect VAT due on the value of any Content and Services, Hardware or Subscription.
As the Account holder, you are responsible for all charges incurred, including applicable taxes, and all purchases made by you or anyone that uses your Account, including your family or friends. If you cancel your Account, Morph 3D reserves the right to collect fees, surcharges or costs incurred before cancellation. Any delinquent or unpaid Accounts must be settled before Morph 3D will allow you to register again.
You may purchase a Subscription through an authorized reseller of Morph 3D. The "Product Key" accompanying such purchase will be used to activate your Subscription. If you purchase a Subscription from an authorized reseller of Morph 3D, you agree to direct all questions regarding the Product Key to that reseller.
In some cases, Morph 3D may offer a free Subscription to certain services, software and content. As with all Subscriptions, you are always responsible for any Internet service provider, telephone, and other connection fees that you may incur when using Morph 3D, even when Morph 3D offers a free Subscription.
Morph 3D may provide links to other third party sites. Some of these sites may charge separate fees, which are not included in and are in addition to any Subscription or other fees that you may pay to Morph 3D. Morph 3D may also provide access to third-party vendors, who provide content, goods and/or services on Morph 3D or the Internet. Any separate charges or obligations you incur in your dealings with these third parties are your responsibility. Morph 3D makes no representations or warranties, either express or implied, regarding any third party site. In particular, Morph 3D makes no representation or warranty that any service or subscription offered via third-party vendors will not change or be suspended or terminated.
Your online conduct and interaction with other Subscribers should be guided by common sense and basic etiquette. You agree not to engage in any illegal or harassing behavior while accessing the Content and Services.5. THIRD PARTY CONTENT
In regard to all Subscriptions, Contents and Services that are not authored by Morph 3D, Morph 3D does not screen all such third party content available on Morph 3D or through other sources. Morph 3D assumes no responsibility or liability for such third party content. Some third party application software is capable of being used by businesses for business purposes - however, you may only acquire such software via Morph 3D for private personal use.
MorphID provides interfaces and tools for you to be able to generate content and make it available to other users and/or to Morph 3D at your sole discretion. "User Generated Content" means any content you make available to other users through your use of multi-user features of MorphID, or to Morph 3D or its affiliates through your use of the Content and Services or otherwise.
When you upload your content to MorphID to make it available to other users and/or to Morph 3D, you grant Morph 3D and its affiliates the worldwide, non-exclusive, right to use, reproduce, modify, create derivative works from, distribute, transmit, transcode, translate, broadcast, and otherwise communicate, and publicly display and publicly perform, your User Generated Content, and derivative works of your User Generated Content, in connection with the operation, distribution and promotion of the MorphID service, Morph 3D games or other Morph 3D offerings. This license is granted to Morph 3D for the entire duration of the intellectual property rights and may be terminated if Morph 3D is in breach of the license and has not cured such breach within fourteen (14) days from receiving notice from you sent to the attention of the Morph 3D Legal Department. The termination of said license does not affect the rights of any sub-licensees pursuant to any sub-license granted by Morph 3D prior to termination of the license. Morph 3D is the sole owner of the derivative works created by Morph 3D from your Content, and is therefore entitled to grant licenses on these derivative works.
If you provide Morph 3D with any feedback or suggestions about MorphID, the Content and Services, or any Morph 3D products or services, Morph 3D is free to use the feedback or suggestions however it chooses, without any obligation to account to you.
You represent and warrant that you have sufficient rights in all User Generated Content to grant Morph 3D and other affected parties the licenses described under A. and B. above. This includes, without limitation, any kind of intellectual property rights or other proprietary or personal rights affected by or included in the User Generated Content.
You furthermore represent and warrant that the User Generated Content, your submission of that Content, and your granting of rights in that Content does not violate any applicable contract, law or regulation.
FOR EU CUSTOMERS, THIS SECTION 7 DOES NOT REDUCE YOUR MANDATORY CONSUMER RIGHTS UNDER THE LAWS OF YOUR LOCAL JURISDICTION. IN PARTICULAR, SECTIONS 7.A, B, AND C DO NOT APPLY TO EU SUBSCRIBERS.
MORPH 3D AND ITS AFFILIATES AND SERVICE PROVIDERS EXPRESSLY DISCLAIM (I) ANY WARRANTY FOR MORPHID, THE CONTENT AND SERVICES, AND THE SUBSCRIPTIONS, AND (II) ANY COMMON LAW DUTIES WITH REGARD TO MORPHID, THE CONTENT AND SERVICES, AND THE SUBSCRIPTIONS, INCLUDING DUTIES OF LACK OF NEGLIGENCE AND LACK OF WORKMANLIKE EFFORT. MORPHID, THE CONTENT AND SERVICES, THE SUBSCRIPTIONS, AND ANY INFORMATION AVAILABLE IN CONNECTION THEREWITH ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, "WITH ALL FAULTS" AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312 OF THE UNITED STATES UNIFORM COMMERCIAL CODE AND/OR IN ANY OTHER COMPARABLE STATE STATUTE IS EXPRESSLY DISCLAIMED. ALSO, THERE IS NO WARRANTY OF TITLE, NON-INTERFERENCE WITH YOUR ENJOYMENT, OR AUTHORITY IN CONNECTION WITH MORPH 3D, THE CONTENT AND SERVICES, THE SUBSCRIPTIONS, OR INFORMATION AVAILABLE IN CONNECTION THEREWITH.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER MORPH 3D, ITS LICENSORS, NOR THEIR AFFILIATES, NOR ANY OF MORPH 3D’S SERVICE PROVIDERS, SHALL BE LIABLE IN ANY WAY FOR LOSS OR DAMAGE OF ANY KIND RESULTING FROM THE USE OR INABILITY TO USE MORPHID, YOUR ACCOUNT, YOUR SUBSCRIPTIONS AND THE CONTENT AND SERVICES INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL MORPH 3D BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH MORPHID, THE CONTENT AND SERVICES, THE SUBSCRIPTIONS, AND ANY INFORMATION AVAILABLE IN CONNECTION THEREWITH, OR THE DELAY OR INABILITY TO USE THE CONTENT AND SERVICES, SUBSCRIPTIONS OR ANY INFORMATION, EVEN IN THE EVENT OF MORPH 3D’S OR ITS AFFILIATES’ FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR BREACH OF MORPH 3D’S WARRANTY AND EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND LIABILITY EXCLUSIONS APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE RECOMPENSE.
BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, EACH OF MORPH 3D, ITS LICENSORS, AND ITS AFFILIATES’ LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
NEITHER MORPH 3D NOR ITS AFFILIATES GUARANTEE CONTINUOUS, ERROR-FREE, VIRUS-FREE OR SECURE OPERATION AND ACCESS TO MORPHID, THE CONTENT AND SERVICES, YOUR ACCOUNT AND/OR YOUR SUBSCRIPTIONS(S) OR ANY INFORMATION AVAILABLE IN CONNECTION THEREWITH.
This Agreement may be amended by the mutual agreement of the you and Morph 3D. Furthermore, Morph 3D may amend this Agreement (including any Subscription Terms or Rules of Use) unilaterally at any time in its sole discretion. In this case, you will be notified by e-mail of any amendment to this Agreement made by Morph 3D. You can view the Agreement at any time at http://www.morphid.com/agreement. Your failure to cancel your Account within thirty (30) days after the entry into force of the amendments, will constitute your acceptance of the amended terms. If you don’t agree to the amendments or to any of the terms in this Agreement, your only remedy is to cancel your Account or to cease use of the affected Subscription(s). Morph 3D shall not have any obligation to refund any fees that may have accrued to your Account before cancellation of your Account or cessation of use of any Subscription, nor shall Morph 3D have any obligation to prorate any fees in such circumstances.
The term of this Agreement (the "Term") commences on the date you create your Account and will continue in effect until otherwise terminated in accordance with this Agreement.
You may cancel your Account at any time. You may cease use of a Subscription at any time or, if you choose, you may request that Morph 3D terminate your access to a Subscription. However, Subscriptions are not transferable, and even if your access to a Subscription for a particular game or application is terminated, the original activation key will not be able to be registered to any other account, even if the Subscription was obtained in a retail store or third party website. Access to Subscriptions purchased as a part of a pack or bundle cannot be terminated individually, termination of access to one game within the bundle will result in termination of access to all games purchased in the pack. Your cancellation of an Account, or your cessation of use of any Subscription or request that access to a Subscription be terminated, will not entitle you to any refund, including of any Subscription fees. Morph 3D reserves the right to collect fees, surcharges or costs incurred prior to the cancellation of your Account or termination of your access to a particular Subscription. In addition, you are responsible for any charges incurred to third-party vendors or content providers before your cancellation.
Morph 3D may cancel your Account or any particular Subscription(s) at any time in the event that (a) Morph 3D ceases providing such Subscriptions to similarly situated Subscribers generally, or (b) you breach any terms of this Agreement (including any Subscription Terms or Rules of Use). In the event that your Account or a particular Subscription is terminated or cancelled by Morph 3D for a violation of this Agreement or improper or illegal activity, no refund, including of any Subscription fees or of any unused funds in your Morph 3D Wallet, will be granted.
Sections 2(C), 2(D), 2(E), 3(A), 3(B), 3(D), 3(E), and 5 - 12 will survive any expiration or termination of this Agreement.
You agree that this Agreement shall be governed in accordance with the laws of the State of Utah, without giving effect to any conflict of laws provisions that would cause the law of some other state to apply, and also excluding the law of conflicts and the Convention on Contracts for the International Sale of Goods. Subject to Section 11 (Dispute Resolution/Binding Arbitration/Class Action Waiver) below, you agree that any claim asserted in any legal proceeding by you against Morph 3D shall be commenced and maintained exclusively in any state or federal court located in Salt Lake County, Utah, having subject matter jurisdiction with respect to the dispute between the parties and you hereby consent to the exclusive jurisdiction of such courts. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys’ fees and expenses.
For EU Customers:
In the event of a dispute relating to the interpretation, the performance or the validity of the Subscriber Agreement, an amicable solution will be sought before any legal action. You can file your complaint at . In case of failure, you may, within one year of the failed request, file an online complaint on the European Commission’s Online Dispute Resolution website: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLanguage, or on the European Consumer Center’s website: http://www.europe-consommateurs.eu/index.php?id=2514.In the event that out-of-court dispute resolutions fail, the dispute may be brought before the competent courts.
This Section 11 shall apply to the maximum extent permitted by applicable law. If the laws of your jurisdiction prohibit the application of some or all of the provisions of this Section notwithstanding Section 10 (Applicable Law/Jurisdiction), such provisions will not apply to you. IN PARTICULAR, IF YOU LIVE IN THE EUROPEAN UNION, THIS SECTION 11 DOES NOT APPLY TO YOU.
YOU AND MORPH 3D AGREE TO RESOLVE ALL DISPUTES AND CLAIMS BETWEEN US IN INDIVIDUAL BINDING ARBITRATION. THAT INCLUDES, BUT IS NOT LIMITED TO, ANY CLAIMS ARISING OUT OF OR RELATING TO: (i) ANY ASPECT OF THE RELATIONSHIP BETWEEN US; (ii) THIS AGREEMENT; OR (iii) YOUR USE OF MORPH 3D, YOUR ACCOUNT OR THE CONTENT AND SERVICES. IT APPLIES REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED IN CONTRACT, TORT, STATUTE, FRAUD, UNFAIR COMPETITION, MISREPRESENTATION OR ANY OTHER LEGAL THEORY.
However, this Section does not apply to the following types of claims or disputes, which you or Morph 3D may bring in any court with jurisdiction: (i) claims of infringement or other misuse of intellectual property rights, including such claims seeking injunctive relief; and (ii) claims related to or arising from any alleged unauthorized use, piracy or theft.
This Section does not prevent a party from bringing a dispute to the attention of any federal, state, or local government agencies that can, if the law allows, seek relief from us or you.
An arbitration is a proceeding before a neutral arbitrator, instead of before a judge or jury. Arbitration is less formal than a lawsuit in court, and provides more limited discovery. It follows different rules than court proceedings, and is subject to very limited review by courts. The arbitrator will issue a written decision and provide a statement of reasons if requested by either party. YOU UNDERSTAND THAT YOU AND MORPH 3D ARE GIVING UP THE RIGHT TO SUE IN COURT AND TO HAVE A TRIAL BEFORE A JUDGE OR JURY.
You and Morph 3D agree to make reasonable, good faith efforts to informally resolve any dispute before initiating arbitration. A party who intends to seek arbitration must first send the other a written notice that describes the nature and basis of the claim or dispute and sets forth the relief sought. If you and Morph 3D do not reach an agreement to resolve that claim or dispute within 30 days after the notice is received, you or Morph 3D may commence an arbitration. Written notice to Morph 3D must be sent via postal mail to: ATTN: Arbitration Notice, Morph 3D, 224 south 200 west Suite 250, Salt Lake City, Utah 84101.
The Federal Arbitration Act applies to this Section. The arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where applicable, the AAA’s Supplementary Procedures for Consumer Related Disputes, as modified by this Agreement, both of which are available at http://www.adr.org. The arbitrator is bound by the terms of this Agreement.
The AAA will administer the arbitration. It may be conducted through the submission of documents, by phone, or in person in the county where you live or at another mutually agreed location.
The arbitration costs, including arbitrator compensation, will be split between you and Morph 3D according to the AAA Commercial Arbitration Rules and the AAA’s Supplementary Procedures for Consumer Related Disputes, if applicable.
YOU AND MORPH 3D AGREE NOT TO BRING OR PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR COLLECTIVE ARBITRATION, EVEN IF AAA’s PROCEDURES OR RULES WOULD OTHERWISE ALLOW ONE. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT OF THAT PARTY’S INDIVIDUAL CLAIM. You and Morph 3D also agree not to seek to combine any action or arbitration with any other action or arbitration without the consent of all parties to this Agreement and all other actions or arbitrations.
If the agreement in this Section not to bring or participate in a class or representative action, private attorney general action or collective arbitration should be found illegal or unenforceable, you and Morph 3D agree that it shall not be severable, that this entire Section shall be unenforceable and any claim or dispute would be resolved in court and not in collective arbitration.
Morph 3D’s obligations are subject to existing laws and legal process and Morph 3D may comply with law enforcement or regulatory requests or requirements notwithstanding any contrary term.
You agree to comply with all applicable import/export laws and regulations. You agree not to export the Content and Services or Hardware or allow use of your Account by individuals of any terrorist supporting countries to which encryption exports are at the time of exportation restricted by the U.S. Bureau of Export Administration. You represent and warrant that you are not located in, under the control of, or a national or resident of any such prohibited country.
This Agreement was last updated on March 2nd, 2017 ("Revision Date"). If you were a Subscriber before the Revision Date, it replaces your existing agreement with Morph 3D or Morph 3D SARL on the day that you explicitly accept it.
Except as expressly set forth herein, there are no third party beneficiaries to this Agreement.