AI HTML5 SDK Terms of Use

Effective December 29th, 2020

Thank you for choosing to use the MorphCast HTML5 AI SDK and the other products, services and features available within it, provided by Cynny S.p.A., located at via delle Mantellate n.8, 50129 Firenze (Italy) (“Cynny”).

These Terms of Use (“TOU”) are a binding legal contract between you and Cynny. The TOU governs your access to and use of MorphCast HTML5 AI SDK (the “Service”)

Please read this Agreement carefully and make sure you understand it. If you do not understand or accept the Agreement in full, you will not be authorized to use the Service.

If you use the Service on behalf of a company or organization, you confirm that you have the authority to act on behalf of that person, who accepts this Agreement.

ACCEPTANCE: By using the Service, you signify your acceptance of these TOU. If you do not agree to the TOU, please do not use the Service. Your continued use of the Service following the posting of changes to these TOU will mean that you accept those changes.

Guarantee: we provide the Services with reasonable care and skill.

Disclaimer: by law, consumers have certain rights that cannot be excluded or altered by a contract. Nothing in this contract affects the rights you may have as a consumer. Except as expressly indicated in this TOU or required by law, Cynny makes no specific promises regarding the Service. For example, we make no promises regarding: the specific features of the Service or the accuracy, reliability, availability of the Service, or its ability to respond to your needs.

Use of the Service

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) autonomously distribute the Service from servers not authorized by Cynny even through a proxy server; (d) remove, modify or otherwise tamper with notices or legends on the Service or any labelling on any physical media or in cloud; (e) distribute the Service; or (f) disclose the results of any performance benchmarks or similar testing of the Service to any third Party without Cynnys’s prior written consent.

License key

Although you can use the Service without a license key, it is advisable to ask us for a license key to prevent any blocks or limitations to its correct functioning.

Cynny can issue you a research, pro bono, trial or commercial license, based on the purpose of use of the Service.

You can obtain the license key by writing to sdk-license@morphcast.com.

Changes to the Services

Cynny 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 them that will have a negative impact on their 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 our legal requirements.

Intellectual property

The intellectual property of the Service is owned or licensed by Cynny and is governed by these TOU. The Service, and all related intellectual property, are protected by the copyright, brand and trademark law in force in the US and the EU, as well as by treaties, international conventions and the laws of other countries when applicable. Except for public domain information or when use has been authorized in writing by Cynny, 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 Intellectual Property.

Cynny respects other’s intellectual property and expects you to do the same. We will respond to notices of alleged copyright violation if they are in compliance with the law and are properly provided to us.

Your use of the Service does not transfer any intellectual property rights or any third-party intellectual property rights to you; any intellectual property of Cynny or of third parties, and all right, title and interest in and to such intellectual property will remain (as between the parties) solely with Cynny. 

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 or if we suspect that your use of the Service violates the intellectual property rights of Cynny or others or of applicable laws) or no reason, at any time without notice. In case of violation of these TOU, Cynny may, at its sole discretion, take any action we deem to be appropriate. Cynny is not liable to you or to any third party for the suspension or termination of Service, or the interruption of the 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, 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 services or otherwise by Cynny. Further, there is no warranty that the services 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 cynny shall create any warranty.

If applicable law does not allow the exclusion of some or all of the above implied or statutory warranties to apply to you, the above exclusions will apply to you to the fullest extent permitted by applicable law.

Exclusive Remedy and Limitation of Liability

Under no circumstances will Cynny, 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 Cynny has been advised of the possibility of such damages.

Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, Cynny’s liability in such jurisdictions shall be limited to the extent permitted by law.

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.

Any claim against Cynny and its affiliates shall be limited to the amount you paid, if any, for use of the Service.

To the extent permitted by applicable law, Cynny and its affiliates will not be liable for:

Losses not caused by Cynny or its affiliates’ breach of this agreement;

Loss or damage that was not, at the time of entering into this agreement between you and Cynny, a reasonably foreseeable consequence of a breach of this agreement by Cynny or its affiliates.

For Business Users only: if you use the Service as part of your commercial, business, artistic or professional activity, such use is also subject to the limitations of liability set out below, to the extent permitted by applicable law:

Cynny will not be liable for the loss of profits, revenue or data or for the loss of opportunities or expected savings, for indirect losses or punitive damages (in all cases, whether or not such losses were foreseeable);

The total liability of Cynny and its affiliates for claims originating from or related to the Service is limited to the amount of revenue Cynny paid for using the Services in the 12 months prior to infringement.

Indemnification

You agree to indemnify, hold harmless, and defend Cynny, and its affiliates, officers, directors, contractors, agents, employees, successors and assigns 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 advisers, arising out of or in connection with (i) your use of the Service, (ii) your online conduct, (iii) your violation or breach of this TOU, (iv) your failure to comply with any applicable laws or regulations, (v) your negligence, willful misconduct, or violations of the intellectual property or other rights of any person, or (vi) any of your dealings or transactions with other persons resulting from use of the Service. You shall not settle any such claim without the prior written consent of Cynny. Cynny reserves the right to assume sole control of the defense activities for any such claim. You agree to fully cooperate with Cynny in connection with Cynny’s defense of any such claim. These obligations will survive any termination of these TOU.

Severability

In the event any provision of this 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 underlying the unenforceable provision.

No Waiver

Our failure to enforce any provisions of this 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 are governed by, and must be construed in accordance with, the laws of Italy, as applicable, without giving effect to their principles of conflicts of law.  By using the Services, you waive any claims that may arise under the laws of other states, countries, territories or jurisdictions. We each agree to submit to the personal jurisdiction of a court of competent jurisdiction located in Florence, Italy for any action. You agree that: (i) the Service shall be deemed solely based in Italy; and (ii) the Service shall be deemed a passive app that does not give rise to personal jurisdiction over the Company, either specific or general, in jurisdictions other than Italy.
  •       Notice of Dispute.  In the event of a dispute, you or Cynny must give the other 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 a proposed solution.  You must send any Notice of Dispute by Italian Mail to Cynny S.p.A. at Via delle Mantellate n.8, 50129 Firenze (Italy). Cynny will send any Notice of Dispute to you by Italian Mail to your address if we have it, or otherwise to your email address. You and Cynny will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent.  After sixty (60) days, you or Cynny may commence arbitration.
  •       Time Limit for Claims. Claims or disputes must be filed within one year. To the extent permitted by law, any claim or dispute under these TOU must be filed within one year in small claims court, or in an arbitration proceeding. The one-year period begins when the claim or Notice of Dispute first could be filed. If a claim or dispute isn’t filed within one year, it is permanently barred.

Miscellaneous and Contact Information

No joint venture, partnership, employment, or agency relationship exists between Cynny and the user or as a result of these TOU or the use of the Services. 

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

Please direct any questions, complaints or claims related to the Services or your use of the Services by email to info@cynny.com or by mail at Cynny S.p.A., via delle Mantellate n.8, 50129 Firenze (Italy).

Specific approval

With this agreement, you specifically approve the following terms: “Changes to the Service”, “Account/Service Suspension and Termination” and “Exclusive Remedy and Limitation of Liability”.