Emotion AI – Terms of Use

AI Custom Action Eye

Effective November 5, 2024

Summary:

This Terms of Use document outlines a legal agreement between MorphCast Inc., a Delaware corporation based in San Rafael, CA, and the registered user. It governs the access and use of the MorphCast Emotion AI HTML5 SDK and related services. The document covers acceptance, warranties, liability limitations, payment and invoicing terms, and intellectual property rights. It specifies that the service is exclusively for registered users’ professional and commercial use, excluding consumer protections. The pricing model is flexible, combining freemium, pay-as-you-go, and subscription options. The company reserves the right to modify the service and terms without prior notice and includes provisions for service suspension or termination for violations of the terms of use.

MorphCast Emotion AI Terms of use

Thank you for choosing to use the MorphCast Emotion AI HTML5 SDK and/or the other products, services and features available within it (i.e. MorphCast Web Apps), provided by MorphCast Inc., a Delaware Corporation with legal address in 845 Fifth Avenue – San Rafael, CA 94901 (“The Company”).

These Terms of Use (“TOU”) are a binding legal contract between your company or business organization (“Registered User”), validly represented by the signatory of these TOU, and The Company. The TOU governs your access to and use of MorphCast Emotion AI HTML5 Software Development Kit as a service or the other products, services available within it (the “Service”). MorphCast® HTML5 AI Software Development Kit can also be integrated as it is into your applications according to the terms of these TOU. Please read these TOU carefully and make sure you understand it. If you do not understand or accept the TOU in full, you will not be authorized to use the Service.

ACCEPTANCE: By accepting these TOU, you signify your full acceptance of all provisions of the same and all provisions contained in our Ethical Code and in our Guidelines and Policies for responsible use of emotion AI.

Guarantee: we provide the Service with reasonable care and skill but without any guarantee additional to those expressly mentioned in these TOU.

Disclaimer: the Service provided by The Company is available for Registered Users only. Therefore, you undertake to use the Service only in connection with you, your entrepreneurial, commercial, artisan or professional activity and, by accepting these TOU, you specifically acknowledge and declare that (i) you are acting in the exercise of your personal, entrepreneurial, commercial, artisan or professional activity, or you are an intermediary thereof; and consequently (ii) any applicable provisions on consumers’ protection shall not apply to you and/or to your use of the Service.

Further, except as expressly indicated in these TOU or required by mandatory law, The Company makes no specific promises regarding the Service, such as, by way of example, regarding the following: the specific features of the Service or the accuracy, reliability, availability of the Service, or its ability to respond to your needs.

You declare and warrant that the signatory of these TOU has the power to execute this document on behalf of You.

Use of the Service

You shall use the Service as it is, embedding it in your web pages, apps or whatever you can use it in a HTML5 – Javascript environment. The Service has been designed to work on the client side, but can also be used on a server in an HTML5 – Javascript environment (i.e. Chrome OS virtual machine). We strongly suggest consulting the tutorials made available by The Company for the correct integration of the Service in your applications (https://ai-sdk.morphcast.com/latest/index.html).

You shall, in any case, not (a) modify, disassemble, decompile or reverse engineer any part of the Service; (b) copy or otherwise reproduce the Service, in whole or in part, or modify, adapt, alter, translate or incorporate into or with other software or create a derivative work of any part of the Service except as expressly permitted herein; (c) distribute the Service from servers not authorized by The Company even through a proxy server; (d) remove, modify or otherwise tamper with notices (such as, by way of example, copyright notices) or legends on the Service or any labeling on any physical media or in cloud; (e) license or sublicense the Service; or (f) disclose the results of any performance benchmarks or similar testing of the Service to any third party without The Company’s prior written consent.

License key

You can get your full feature license to access the Service by filling out this registration form available on our website. 

Then you will receive a welcome email from The Company containing your license key (our system generates a unique license key for each Registered User), and all the instructions to get started to use our Service.

Price of the Service

The price of the Service is based on an innovative pricing model blending the Best of Freemium, Pay-As-You-Go, and Subscription Models: pricing model is tailored to adapt to monthly license usage in full minutes, rounded up for each minute of usage. It begins with a substantial amount of free usage. If usage exceeds this limit, the plan automatically upgrades to a pay as you go model. Conversely, with reduced usage, the plan shifts down to the lowest tier accordingly. The current plans are displayed on the “Plans & Pricing” section of the website. The Company consistently sends a monthly report that includes detailed usage information for each day the Service was used. Please note that this report is sent exclusively to Registered Users who have an associated payment, ensuring that those who have no payments are not inconvenienced.

Where The Company has indicated a price for the Service, this will be valid for the period that will be decided at The Company’s discretion. The Company reserves the right at any time to change the price of the Service to reflect, by way of example: any increase in cost suffered by The Company due to any factor beyond The Company’s control (including, without limitation, any exchange rate fluctuation, currency regulation, alteration of duties, significant increase in costs of labor, materials or other production costs), any change in quantities or specifications for the Service requested by the Registered User, or any other reason at The Company’s sole discretion.

Payment

The Company will provide you with a payment request by email and a monthly report that includes detailed information on the usage associated with your license key if you have an associated payment to make. This report allows you to review the consumption of your license key. If you notice any discrepancies, please report them by emailing dispute@morphcast.com, and we will gladly assist in resolving the issue.

Invoicing and Payment Terms

Subject to any special terms separately and expressly agreed in writing between the Registered User and The Company, The Company shall invoice the Registered User for the price of the Service on or at any time after the provision of the Service (as applicable).

The Registered User shall pay the price of the Service (less any discount or credit allowed by The Company, but without any other deduction, credit or set off) within 30 (Thirty) days of the date of The Company’s payment request or otherwise in accordance with such terms as may have been separately and expressly agreed in writing between the Registered User and The Company in respect of these TOU. Payment must be made on the due date. The payment term is an essential term of the TOU, its violation by the Registered User legitimates The Company to terminate the contract and interrupt the Service. Invoices with payment receipts will be issued only after payment.

All payments must be made to The Company as specified in the payment request issued by The Company, and it is essential to ensure that The Company receives the exact amount indicated in the checkout session.

The Company is not obliged to accept orders from any Registered User who has not supplied The Company with references satisfactory to The Company. If at any time The Company is not satisfied as to the creditworthiness of the Registered User it may give notice in writing by email to the Registered User that no further credit will be allowed to the Registered User; in such event, to the extent permitted by law, no further Service will be delivered or provided to the Registered User except upon payment of all amounts owed by the Registered User to The Company.

Changes to the Service and to these TOU

The Company is constantly modifying and improving the Service. We may also alter or discontinue the Service or any part of it in order to improve performance or security, change functions and functionality, or make changes to ensure compliance with the law, or prevent illegal activity or unlawful conduct on our system. We will constantly strive to take into account and offset the impact of such changes on your use of the Service. When reasonably possible, we will notify you of the discontinuation of the Service or material changes to the same that will have a negative impact on your use. However, there will be occasions when we will need to make such changes without notice, such as where we need to take action to improve the security and operability of the Service, prevent illegal behavior or meet legal requirements.

Changes to the Service may also imply changes to these TOU, that may be in any case amended at The Company’s sole discretion (even without any change to the Service). In such cases, The Company will give notice of the changes to these TOU on its website and indicate the effective date of the new version of the amended TOU. It is the Registered User’s responsibility to periodically check for any updates and/or changes to these TOU. Your continued use of the Service following the posting of changes to these TOU will mean that you accept those changes.

Intellectual property

The intellectual and/or industrial property of the Service and related to the Service is owned by, or licensed to, The Company. The Service and all related intellectual and/or industrial property rights are protected by United States laws, including those of California and Delaware, as well as by treaties, international conventions and the laws of other countries where applicable. Except for public domain information or when use has been expressly authorized in writing by The Company, you may not use, reproduce, copy, modify, publish, transmit, distribute, perform, display, download, license, enter into a database, create derivative works, reverse engineer, transfer or sell The Company’s intellectual and/or industrial property rights.

The Company respects the intellectual property of others and expects you to do the same.

Your use of the Service does not transfer any intellectual and/or industrial property rights to you; any intellectual and/or industrial property rights of The Company or of third parties, and all right, title and interest in and to the same shall remain solely with The Company. 

By accepting these TOU you agree and you shall procure that any of your customer – who, whether directly or indirectly, use the Services (hereinafter the “Customer”) – agree that The Company and/or its affiliates shall have the right to use and publish (i) your name, trademark, trade name or logo and/or any name, trademark, trade name or logo of any of your Customer as well as (ii) any web page content or part of it, freely published by you and/ or by any of your customer by using the Services (hereinafter the “Output”), in connection with the sale of the Services or for any advertisement, marketing or endorsement purposes (including but not limited to the right to use and publish any “Output” , that is publicly available, as use case in any and all news releases, advertising, promotion, sales literature, or other publicity, released by The Company and/or and its affiliates) at any time.

Service Suspension and Termination

We may suspend or terminate your access to the Service for any reason (including, without limitation, our receipt of notice alleging that you have engaged in infringing behavior, if we suspect that your use of the Service infringes the intellectual and/or industrial property rights of The Company or third parties or of any applicable law, or if you violate this The Company’s code of ethics or this responsible guidelines for the ethical use of Emotion AI) or for no reason at all, at any time and without notice. In case of your infringement of these TOU, The Company may, at its sole discretion, take any action it deems to be appropriate pursuant to the applicable law, without prejudice to your indemnification obligations as set forth below. To the maximum extent permitted by the applicable law, The Company is not in any case liable to you or to any third party for any suspension, interruption or termination of Service.

Disclaimer of Warranties

Your use of the Service is entirely at your own risk. We make no representations or warranties about the Service. The Service is provided “as is”, “with all faults”, and “as available”. Without limiting the generality of the foregoing, save for the case of The Company’s willful misconduct and gross negligence, we disclaim all warranties, express, statutory or implied, including but not limited to (i) warranties of merchantability and fitness for a particular purpose; (ii) warranties arising through course of dealing or usage in trade; and (iii)  warranties relating to the accuracy, reliability, correctness, or completeness of data or content made available on the Service or otherwise by The Company. Further, there is no warranty that the Service will meet your needs or requirements or the needs or requirements of any other person. No oral or written information made available by or on behalf of The Company shall create any warranty.

The above exclusions shall apply to you to the fullest extent permitted by applicable law.

Exclusive Remedy and Limitation of Liability

Under no circumstances will The Company, its affiliates, or any party involved in creating, producing, or delivering the Service be liable for damages or losses including without limitation direct, incidental, consequential, indirect, special, or punitive damages and lost profits arising out of the terms or your access, use, misuse, or inability to use the Service, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, or system failure, even if The Company has been advised of the possibility of such damages. The same exclusion of liability shall apply, to the maximum extent permitted by applicable law, with reference to the processing by The Company of any personal data provided by the Registered User.

Nothing in this agreement is intended to exclude or limit any party’s liability for: death or personal injury; fraud; misleading or fraudulent representation; or any liability that cannot be excluded or limited by law.

Indemnification

You agree to be entirely and exclusively responsible for any adverse consequence deriving from (i) your use of the Service, (ii) your online conduct, (iii) your infringement of these TOU, (iv) your failure to comply with any applicable laws or regulations, (v) your negligence, willful misconduct, or infringement of the intellectual and/or industrial property rights or other rights of any person, or (vi) any of your dealings or transactions with other subjects resulting from use of the Service; and/or (vii) your infringement of privacy laws and regulations concerning the processing of personal data related to the Service. 

Therefore, in such cases, without prejudice to The Company’s rights and remedies under these TOU and the applicable law, you agree to indemnify, hold harmless, and defend The Company, and its affiliates, officers, directors, contractors, agents, employees, successors and assignees from and against any and all demands, claims, damages, liabilities, judgments, fines, interest, penalties, losses, costs, expenses and harms, including without limitation reasonable attorneys’ fees and fees of other professional advisors, arising out of or in connection with your behaviors under points (i)-(vi) above. 

In case The Company receives a claim directly or indirectly caused by or related to your behaviors under points (i)-(vi) above, the following shall apply: (a) you shall not settle any such claim without the prior written consent of The Company; (b) The Company reserves the right to assume sole control of the defense activities for any such claim; (c) you agree to fully cooperate with The Company in connection with The Company’s defense of any such claim. 

These obligations will survive termination of these TOU, regardless of the reason for such termination, together with the other provisions of these TOU that are suitable to survive termination of the same.

Severability

In the event any provision of these TOU is held unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that comes closest to the intention of the parties underlying the unenforceable provision.

No Waiver

Our failure to enforce any provisions of these TOU or respond to a breach by you or other parties shall in no way waive our right to subsequently enforce any terms or conditions of the TOU, or to act with respect to similar breaches.

Governing Law and Time Period for Bringing Claims

  • Location and Governing Law.  These TOU and the related Privacy Policy are governed by, and must be construed in accordance with, the laws of the United States, including those of California and Delaware, as applicable, without giving effect to their principles of conflicts of law.  To the extent applicable, by using the Service, you waive any claims that may arise under the laws of other states, countries, territories or jurisdictions.Any claim related to these TOU, the related Privacy Policy and/or the Service shall be submitted to the exclusive jurisdiction of the courts of San Francisco CA – USA. You agree that: (i) the Services shall be deemed solely based in the United States, California; and (ii) the Services shall be deemed a passive application that does not give rise to any jurisdiction outside of California and Delaware in the United States.
  • Notice of Dispute. In the event of a dispute, whoever (you or The Company) receives a challenge, must give the other party a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, and, if feasible, a proposed solution. You must send any Notice of Dispute by  registered letter with a return receipt to MorphCast Inc., at 845 Fifth Avenue – San Rafael, CA 94901. The Company will send any Notice of Dispute to you by registered letter with a return receipt to your address, if available, or otherwise to your email address. You and The Company will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is received.
  • Time Limit for Claims. Claims or disputes must be filed within six (6) months. To the maximum extent permitted by law, any claim or dispute under these TOU must be filed within one year, starting from when the claim or Notice of Dispute first could be filed. To the maximum extent permitted by law, if a claim or dispute isn’t filed within six (6) months, it is permanently barred.

Miscellaneous and Contact Information

No joint venture, partnership, employment, or agency relationship exists between The Company and the Registered User or as a result of these TOU or the use of the Service. 

These TOU, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by The Company without restriction.

Please direct any questions, complaints or claims related to the Services or your use of the Services by email to info@morphcast.com or by mail at MorphCast Inc., 845 Fifth Avenue – San Rafael, CA 94901.