Effective May 5th, 2021
We welcome you to MorphCast® Emotional Interactive Video Platform.
Thank you for choosing to use the MorphCast Emotional Interactive Video Platform, 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 Services.
If you use the Services 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 Services, you signify your acceptance of these TOU. If you do not agree to the TOU, please do not use the Services. Your continued use of the Services following the posting of changes to these TOU will mean that you accept those changes.
Services are only offered to users that are at least the minimum age required in his country to manage his MorphCast Account. Any user who registers and/or provides personal information in connection with their use of the Services represents that they are at least 16 years old.
If the user is not of the minimum age required in his country to manage his MorphCast Account, he must have the authorization of a parent or legal guardian to be able to use a MorphCast Account. In this case, we encourage you to read these terms with a parent or legal guardian.
If a parent or legal guardian allows the child to use the Services, these terms apply to the parent or guardian, who is also responsible for the child’s activity on the services.
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 Services. For example, we make no promises regarding: content provided through the Service; the specific features of the Services or the accuracy, reliability, availability of the Services or its ability to respond to your needs; or the fact that all published contents will be accessible or stored on the Services.
You guarantee you own any copyrights, trademarks or other intellectual property rights in any content you provide when you use the Services (“Content”). You are entirely responsible for the content of, and for any harm resulting from, the content made available by means of the Services utilizing the Content, regardless of the form the Content takes as provided or displayed by the Services, including, but not limited to video, audio, music, text, photo, or other material. By making Content available, you represent and warrant that it does not violate these TOU.
Access and Use of the Services
Users are required to have the MorphCast Emotional Interactive Video Platform to create and share Content. Users can upload, share and/or view Content via the Services including via websites or applications. Users decide what Content to upload and who to share it with, but the output of such Content via the Services is based on input from, and tailored to, each viewer-user. You are fully responsible for what you copy, share, upload, and download via the Services, and all other activities performed within your account and with the Services. Cynny is not liable for any loss or corruption of the Content or other data you provide to Cynny, or for any costs or expenses associated with backing up or restoring such Content or data.
You may not access or use, or attempt to access or use, the Services for any unlawful or unauthorized purpose, to take any action that could harm us or any person or entity (a “Person”), interfere with the operation of the Services, or use the Services in a manner that violates any laws. For example, and without limitation, you may not:
- Impersonate any person or falsely state or otherwise misrepresent your credentials, affiliation with any Person, or the origin of any information you provide;
- Engage in unauthorized spidering, scraping, or harvesting of content or information, or use any other unauthorized automated means to compile information;
- Obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Services;
- Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Services or any activity conducted on the Services or attempt to probe, scan, test the vulnerability of, or breach the security of any system, device or network;
- Circumvent, reverse engineer, decipher, decompile, disassemble, decrypt, or otherwise alter or interfere with (or attempt, encourage, or support anyone else’s attempt to engage in such activities) any of the software comprising or in any way making up a part of the Services. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited;
- Take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure;
- Upload or otherwise transmit any communication, software, or material that contains a virus or is otherwise harmful to the computers, devices or systems of Cynny or its users; or
- Engage in any other conduct that restricts or inhibits any person from using or enjoying the Services, or that, in our sole judgment, exposes us or any of our affiliates, users or any other third party to any liability, damages, or detriment of any type.
- Upload and store unreasonable amounts of unshared content, generally using the Services for purposes other than which they were intended by Cynny such as but not limited to, using the Services in the same way as cloud storage.
You agree that we have the right to monitor all Content, and remove it at our sole discretion for any reason, but have no duty to do so. We also reserve the right to turn over any Content to law enforcement officials. Violations of system or network security and certain other conduct may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate the TOU.
Price of the Services
The price of the Services is based on pay per time of view, and it is shown on the price calculator that computes the price you would pay based on your expected monthly volumes. Cost is calculated for each minute of video views and the minimum charge is one minute per view. Cynny regularly sends a monthly report containing information about the usage detailed per day and projects.
Where Cynny has indicated a price for the Services, this will be valid for a period at Cynny’s discretion. Cynny reserves the right at any time to increase the price of the Services 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 services 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 Services on or at any time after the Provision of the Services (as applicable).
User shall pay the price of the Services (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 Services. We may also alter or discontinue the Services or any part of them 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 Services 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 Services, prevent illegal behavior or meet our legal requirements.
Violation And Abuse
We take pride in maintaining a safe environment for all users and visitors. Please notify us immediately of any spam, abuse, misuse, violation of the TOU, nudity, illegal activity or compromising behavior you may encounter. Please send an email promptly expressing your concern to firstname.lastname@example.org.
You agree not to provide Content that:
- Infringes on, misappropriates or otherwise violates the copyright, trademark, patent or other intellectual property right of any person, or reveals trade secrets or other proprietary information you do not have the right to disclose;
- Is false, misleading, libelous, slanderous, defamatory, obscene, abusive, hateful, or sexually explicit;
- Violates a person’s right to privacy or publicity;
- Degrades others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, orientation or identity, disability, or other classification;
- Contains epithets or other language or material intended to intimidate or to incite violence; or
- Violates any applicable local, state, national, or international law, or advocates illegal activity.
In order to use some of our Services, you may register and provide certain information (such as name, email, country or territory of residence) to Cynny. You agree to provide current, complete and accurate data and to update your information to keep your account current.
You acknowledge and agree you are responsible for maintaining the confidentiality of any registration information and password, and for all uses of your password and your account, if applicable. Cynny and its partners, subsidiaries, agents, affiliates and/or licensees, are not liable for any improper, unauthorized or illegal use of your account or any Content provided to Cynny via such use of your account. You are fully responsible for all activities that occur under your account, regardless if authorized by you or not, including all data you store and share with Cynny. You agree to immediately notify Cynny of any unauthorized use of your account or any other breach of security. Cynny is not liable for any loss or damage arising from your failure to comply with these TOU pertaining to your own personal account. You may delete your account at any time.
a) Intellectual Property
Except for user-provided Content, or that which is linked to or from an external source, all information that appears as part of the Services (including text, graphics, images, illustrations, designs, icons, photographs, video clips, audio clips, interfaces, software, logos, titles and names) (the “Intellectual Property”) is owned or licensed by Cynny and is governed by these TOU. The Services, and all related intellectual property, are protected by the copyright, patents, 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.
If you believe in good faith that your work has been reproduced or is accessible on the Services in a way that constitutes copyright infringement, please provide the following information in writing in accordance with the Digital Millennium Copyright Act (“DMCA”):
- An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
- Identification of the copyrighted work or a representative list of the works claimed to have been infringed;
- Identification of the allegedly infringing material and information reasonably sufficient to permit us to locate the material;
- Your name, address, telephone number, and email address, so that we may contact you if necessary;
- A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
You may notify our designated copyright agent either by mail to Cynny S.p.A., via delle Mantellate n.8, 50129 Firenze (Italy), or by email at email@example.com. You acknowledge that if you fail to comply with all the requirements of this section, your DMCA notice may not be valid.
Your use of the Services or creation of an account 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.
b) Software In Our Services
When a Service requires or includes downloadable software, the software may update automatically on your device once a new version or feature is available. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you decode or attempt to extract the source code of that software, in whole or in part, unless laws prohibit those restrictions.
Some software used in the Services may be offered under an open source license, and some of the content provided under an open source license may override some of these terms.
c) Trademark Information
All trademarks, service marks, trade names, domain names, slogans or logos that appear on or are affiliated to the Service, are the property of Cynny and/or its partners, subsidiaries, agents, affiliates, and/or licensors. You may not copy, display or use any of these marks without prior written permission. Your use of the Services does not grant you any right or license to reproduce or to otherwise use any Cynny or third-party trademarks.
The licenses you grant are valid until the Content is removed in the manner described below. Once the Content is removed, the license will terminate, unless otherwise required by the management of the Services, the use of the Content permitted prior to removal or by law. For example, if you remove Content, Cynny is not required to (a) withdraw Content used by other users within any limited offline viewing functionality; or (b) delete copies that we reasonably need to keep for legal reasons.
Removal of Content by You
You can remove Content from the Services at any time. Be sure to remove your Content if you no longer have the rights required under these terms.
Cynny Removal of Content
If we have reason to believe that any Content violates this Agreement or could harm Cynny, our users or third parties, we may lock or delete your account, remove all or part of that Content even without informing you of the reason for our action.
Account/Service Suspension and Termination
We may suspend or terminate your account and/or your access to the Services 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, lock or delete your account, remove or edit any Content, or access connected to your account, or take any other action we deem to be appropriate. Cynny is not liable to you or to any third party for the termination of your account, suspension or termination of Services, or the interruption of the Services.
If you remove any content from the Services, our systems will stop publicly making that content available within a reasonable period of time. However, there are two exceptions:
- If the user has already shared the content with others before removal. For example, videos or photos with a friend who later copied it or shared it again, then the photo or the video may continue to appear online.
- If you make your content available through Services, search engines may continue to find and display such content in search results even after deletion of your content on the Services.
Links and Other Content
The Services may contain links to third-party websites. Cynny does not endorse or promote these websites and services and is not responsible or liable for their claims, availability, accuracy, the related content, products, or services. You are responsible for your use of any such websites or resources.
Disclaimer of Warranties
YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SERVICES, INCLUDING WITHOUT LIMITATION THE OPERATION OF THE SERVICES OR THE INFORMATION, MATERIALS, GOODS, OR SERVICES APPEARING OR OFFERED ON THE SERVICES OR WITH RESPECT TO ANY WEBSITES OR SERVICES LINKED FROM OR USED IN CONNECTION WITH THE SERVICES. THE SERVICES ARE 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 AGAINST INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY PERSON; (III) WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE IN TRADE; AND (IV) 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. WE MAKE NO WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, THAT THE SERVICES, INCLUDING WITHOUT LIMITATION THE CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN, WILL BE TIMELY, SECURE, ACCURATE, ERROR-FREE, COMPLETE, UP-TO-DATE, FREE OF VIRUSES, OR UNINTERRUPTED. CYNNY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES IN CONNECTION WITH ANY CONTENT. 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 SERVICES 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 SERVICES, CONTENT OR OTHER USER CONTENT, OR ANY SITES LINKED FROM THE SERVICES, 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 Services in the 12 months prior to infringement.
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;
Content uploaded by Users or the defamatory, offensive or illegal behavior of any user.
For Business Users only: if you use the Services 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 received from the User 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 Services (including, without limitation, your Content, content owned by Cynny, and your use of any other user’s content in connection with the use of the Services), (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 Services. 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.
Integration and Severability
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 Milan, Italy for any action. You agree that: (i) the Services shall be deemed solely based in Italy; and (ii) the Services 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 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”.