Effective June 9th, 2021
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”).
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.
You can get your AI HTML5 SDK full feature licence by filling out this form available on our website.
Then you will receive a welcome email from MorphCast containing your licence key (our system generates a unique licence key for each user), and all the instructions to get started to use our AI HTML5 SDK.
Cynny will send you a monthly report with all the consumptions related to your licence key, reporting the domains and referrer URLs of the pages in which MorphCast AI HTML5 SDK has been implemented.
The report will allow you to check the consumption made by your license key on the individual domains and pages that implement the SDK. If there is a discrepancy with your implementation, please report it by emailing email@example.com.
Together with this monthly report, you will also receive a proforma invoice. Only after the payment of this proforma invoice we will issue you the final invoice with the payment receipts.
Price of the Services
The price of the Service is based on pay per time of AI, and it is shown on the price simulator that computes the price you would pay based on your expected monthly volumes. Cost is calculated for each minute of face tracking and the minimum charge is one minute per session (instance of SDK). Cynny regularly sends a monthly report containing detailed usage information by day and pages hosting the SDK (referrers).
Where Cynny has indicated a price for the Service, this will be valid for a period at Cynny's discretion. Cynny reserves the right at any time to change the price of the Service to reflect any reasons, any increase in cost to Cynny due to any factor beyond Cynny'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 User, or any delay caused by any instruction of the User or Reseller or the inability of the User or Reseller to provide Cynny with appropriate information or instructions.
Subject to any special terms agreed in writing between the User and Cynny, Cynny shall invoice the User for the price of the Service on or at any time after the Provision of the Service (as applicable).
User shall pay the price of the Service (less any discount or credit allowed by Cynny, but without any other deduction, credit or set off) within 30 (Thirty) days of the date of Cynny’s proforma invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the User and Cynny in respect of the Contract. Payment must be made on the due date. The time for the payment of the price will be the essence of the Contract. Invoices with payment receipts will be issued only after payment.
All payments must be made to Cynny as indicated on the acceptance form or proforma invoice issued by Cynny.
Cynny is not obliged to accept orders from any User or buyer who has not supplied Cynny with references satisfactory to Cynny. If at any time Cynny is not satisfied as to the creditworthiness of the User it may give notice in writing by email to the User that no further credit will be allowed to the User or Reseller in which event no further services will be delivered or provided to the User or Reseller other than against cash payment and all amounts owing by the User or Reseller to Cynny shall be immediately payable in cash.
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.
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 the intellectual property of others 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.
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.
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.
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 firstname.lastname@example.org or by mail at Cynny S.p.A., via delle Mantellate n.8, 50129 Firenze (Italy).
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"