Effective September 4, 2023
We welcome you to MorphCast® Emotional AI Interactive Video Platform.
Thank you for choosing to use the MorphCast Emotional AI Interactive Video Platform, and the other products, services and features available within it, provided by Cynny S.p.A., located at Via Delle Mantellate no. 8, 50129 Firenze (Italy) (“Cynny”), enrolled at the Business Registry of Florence, VAT number No. IT06340560488, D-U-N-S® number 434193325.
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 Services.
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 Services with reasonable care and skill but without any guarantee additional to those expressly mentioned in these TOU.
Disclaimer: the Services provided by Cynny are available for Business Users only.
Therefore, you undertake to use the Service only in connection with 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 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, Cynny makes no specific promises regarding the Services, such as, by way of example, regarding the following: content provided through the Services; 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 Content (as defined below) published by you, according to these TOU, will be accessible or stored on the Services.
You declare and warrant that the signatory of these TOU has the power to execute this document on behalf of You.
You guarantee you own any copyrights, trademarks or other intellectual and/or industrial property rights in any element and/or content you post, upload, provide and/or make available when you use the Services (“Content”). You are solely and entirely responsible for the Content made available by means of the Services, 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 the Content available, you represent and warrant that the same does not infringe neither these TOU nor any applicable law and/or third party’s right.
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 Cynny 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 Cynny and/or and its affiliates) at any time.
Access and Use of the Services
Business Users are required to have the MorphCast Emotional AI Interactive Video Platform to create and share Content. Business Users can upload, share and/or view Content via the Services including via websites or applications. Business 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-Business 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 infringes 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 procedure 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;
- Copy or otherwise reproduce the Services, 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 Services except as expressly permitted herein and/or under mandatory applicable law;
- Distribute the Services in any way, including from servers not authorized by Cynny even through a proxy server;
- Remove, modify or otherwise tamper with notices (such as, by way of example, copyright notices) or legends on the Services or any labeling on any physical media or in cloud;
- Disclose the results of any performance benchmarks or similar testing of the Services to any third party without Cynnys’s prior written consent;
- 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 Business 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, Business 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 Business Users who infringe the TOU and/or the applicable law.
Price of the Service
The price of the Service is based on the Freemium model with several plans shown on the Emotion AI Interactive Video Platform Price Scheme. The plans are dynamically shifting based on the number of minutes usage of AI face tracking per month (with a minimum of one minute whenever the video or camera stream analysis starts). Cynny regularly sends a monthly report containing detailed usage information by day and URL of the pages using the Service.
Where Cynny has indicated a price for the Service, this will be valid for the period that will be decided at Cynny’s discretion. Cynny 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 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 Business User, or any other reason at Cynny’s sole discretion.
Cynny will provide you with a monthly report that includes detailed information on the usage associated with your license key. This report will enable you to review the consumption of your license key.
If you notice any discrepancies, please report them by emailing [email protected], and we will gladly assist in resolving the issue.
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.
Invoicing and Payment Terms
Subject to any special terms separately and expressly agreed in writing between the Business User and Cynny, Cynny shall invoice the Business User for the price of the Services on or at any time after the provision of the Services (as applicable).
The Business 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 terms as may have been separately and expressly agreed in writing between the Business User and Cynny 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 Business User legitimates Cynny to terminate the contract and interrupt the Service. 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 Business User who has not supplied Cynny with references satisfactory to Cynny. If at any time Cynny is not satisfied as to the creditworthiness of the Business User it may give notice in writing by email to the Business User that no further credit will be allowed to the Business User; in such event, to the extent permitted by law, no further Service will be delivered or provided to the Business User except upon payment of all amounts owed by the Business User to Cynny.
Changes to the Services and to these TOU
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 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 Services, 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 Cynny’s sole discretion (even without any change to the Service). In such cases, Cynny 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 Business 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.
Violation And Abuse
We take pride in maintaining a safe environment for all Business Users and their users. Please notify us immediately of any spam, abuse, misuse, infringement of the TOU, nudity, illegal activity or compromising behavior you may encounter. Please send an email promptly expressing your concern to [email protected].
You agree not to provide Content that:
- Infringes on, misappropriates or otherwise violates the copyright, trademark, patent or other intellectual and/or industrial 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
- Infringes any applicable local, state, national, or international law, or advocates illegal activity.
In order to use the 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 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.
a) Intellectual Property
Except for the Content that is shared by you, or the content 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) and all the related intellectual and/or industrial property rights (the “Intellectual Property”) is owned by, or licensed to, Cynny. The Services, and all related Intellectual Property, are protected by Italian and European laws, 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 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 Services or creation of an account does not transfer to you any Intellectual Property or any third-party intellectual property rights and all right, title and interest in and to the same shall remain 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. By way of example: Qt – LGPLv3 / GPLv3; OpenSSL – OpenSSL / SSLeay; FFmpeg – LGPLv3 / GPLv3.
c) Trademark Information
All trademarks, service marks, trade names, domain names, slogans or logos that appear on or are affiliated to the Services are to be considered Intellectual Property and 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 Cynny’s 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 license you grant over the Content is valid until the Content is removed in the manner described below. Without prejudice to what is provided under section “Account/Services Suspension and Termination”, once the Content is removed, the license will terminate, unless otherwise required by the management of the Services, or by law. For example, if you remove the Content, Cynny is not required to (a) withdraw Content used by other Business 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 TOU and/or applicable laws.
Cynny Removal of Content
If we have reason to believe that any Content infringes these TOU or could harm Cynny, our Business Users or third parties, we may lock or delete your account and remove all or part of that Content even without informing you of the reason for our action.
Account/Services Suspension and Termination
We may suspend or terminate your account and/or 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 Cynny or third parties or of any applicable law, or if you violate this Cynny’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, Cynny 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, Cynny is not in any case liable to you or to any third party for any suspension, interruption or termination of Service.
In case of infringement 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 making that Content publicly available within a reasonable period of time. However, there are two exceptions:
- If the Business 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 or be kept by the person who has saved it after sharing it with him/her.
- If you make your Content available through the Services, third party 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.
THE PRESENT DISCLAIMER OF WARRANTY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY 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 PROVIDED BY YOU OR OTHER BUSINESS USERS, 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.
The same exclusion of liability shall apply, to the maximum extent permitted by applicable law, with reference to the processing by Cynny of any personal data provided by the Business 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.
Without prejudice to the foregoing and to the maximum extent permitted by applicable law, Cynny and its affiliates will not be liable for:
- Losses not caused by Cynny or its affiliates’ breach of these TOU and/or the related privacy documents;
- Loss or damage that was not, at the time of entering into these TOU, a reasonably foreseeable consequence of a breach of these TOU and/or the related privacy documents by Cynny or its affiliates;
- Content uploaded by Business Users or the defamatory, offensive or illegal behavior of any Business User;
- 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 Services (including any privacy issue) is limited to the amount paid by you for using the Services in the 12 months prior to your claim.
You agree to be entirely and exclusively responsible for any adverse consequence deriving from (i) your use of the Services (including, without limitation, your Content, content owned by Cynny, and your use of any other Business User’s Content in connection with the use of the Services), (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 Property of Cynny or other Person or other rights of any Person, (vi) any of your dealings or transactions with other Person resulting from use of the Services; 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 Cynny’s rights and remedies under these TOU and the applicable law, 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 advisors, arising out of or in connection with your behaviors under points (i)-(vii) above.
In case Cynny 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 Cynny; (b) Cynny reserves the right to assume sole control of the defense activities for any such claim; (c) you agree to fully cooperate with Cynny in connection with Cynny’s defense of any such claim. These obligations will survive termination of these TOU, regardless of the reason of such termination, together with the other provisions of these TOU that are suitable to survive termination of the same.
Integration and Severability
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
- Notice of Dispute. In the event of a dispute, whoever (you or Cynny) 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 Cynny S.p.A. at Via Delle Mantellate no. 8, 50129 Firenze (Italy). Cynny 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 Cynny 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 Cynny and the Business 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 [email protected] or by mail at Cynny S.p.A., Via Delle Mantellate no. 8, 50129 Firenze (Italy).