MorphCast Studio Terms of Use

Thank you for using the products and services 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 govern your access to and use of Cynny’s Morphcast Studio (the “Morphcast Studio”) which is used to record Morphcasts and make available Cynny’s Morphcast services, and any products or services provided via the Morphcast Studio, or via a browser (the “Services”). The Services provide users with the ability to turn their content into real-time interactive video shows with visual effects, which is shareable and viewable via a browser or application.

ACCEPTANCE

By using the Morphcast Studio, you signify your acceptance of these TOU. If you do not agree to the TOU, please do not use the Morphcast Studio. 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 13 years old. Any user who registers and/or provides personal information in connection with their use of the Services represents that they are at least 13 years old.

Your Content

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, text, photo, or other material. By making Content available, you represent and warrant that it does not violate these TOU.

When you provide Content, you grant Cynny (and those we work with) a worldwide, royalty-free license to use, host, store, reproduce, modify, create derivative works, communicate, adapt and publish the Content in connection with displaying, distributing, and promoting the Content via the Services, improving our Services, and developing new content and services. For more information on how we use your Content and personal data, please read our Privacy Policy.

We are not liable for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other content that is accessible on the Cynny server and in your account. Cynny has the right (but not the obligation) to, in its sole discretion, refuse or remove any Content that, in Cynny’s reasonable opinion, violates our policies, the TOU or the Privacy Policy, or is in any way harmful or objectionable.

Access and Use of the Services

Users are required to have the Morphcast Studio to create Content. Users can upload, share and/or view Content via the Services and/or 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:

  1. Impersonate any person or falsely state or otherwise misrepresent your credentials, affiliation with any person, or the origin of any information you provide;
  2. Engage in unauthorized spidering, scraping, or harvesting of content or information, or use any other unauthorized automated means to compile information;
  3. Obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Services;
  4. 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;
  5. 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;
  6. Take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure;
  7. 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
  8. 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.

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.

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 abuse@cynny.com

You agree not to provide Content that:

  1. 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;
  2. Is false, misleading, libelous, slanderous, defamatory, obscene, abusive, hateful, or sexually explicit;
  3. Violates a person’s right to privacy or publicity;
  4. Degrades others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, orientation or identity, disability, or other classification;
  5. Contains epithets or other language or material intended to intimidate or to incite violence; or
  6. Violates any applicable local, state, national, or international law, or advocates illegal activity.

Registration

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.

Intellectual Property

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, 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. 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”):

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
  2. Identification of the copyrighted work or a representative list of the works claimed to have been infringed;
  3. Identification of the allegedly infringing material and information reasonably sufficient to permit us to locate the material;
  4. Your name, address, telephone number, and email address, so that we may contact you if necessary;
  5. 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
  6. 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 copyright@cynny.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

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.

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.

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, 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.

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. Any claim against us shall be limited to the amount you paid, if any, for use of the Services.

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 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

These TOU, including the Privacy Policy referenced herein, constitute the entire agreement between Cynny and you, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us. 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 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 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).