Governing All MorphCast Products and Services

MorphCast Inc., a Delaware Corporation
835 Fifth Avenue – San Rafael, CA 94901

Effective Date: 2026-03-25

1. Introduction and Scope

Thank you for choosing to use the products and services provided by MorphCast Inc., a Delaware Corporation with registered address at 835 Fifth Avenue – San Rafael, CA 94901 (“The Company,” “MorphCast,” “we,” “us,” or “our”).

These Unified Terms of Use (“TOU”) are a binding legal agreement between you, your company or your organization (“Registered User,” “you,” or “your”) and The Company. These TOU govern your access to and use of all MorphCast products and services, including but not limited to the following (“Services”):

• Emotion AI HTML5 SDK (Web and Mobile SDK): A JavaScript-based software development kit for embedding facial expression and emotion analysis capabilities in web pages, applications, and HTML5 environments.

• AI Interactive Media Platform (MorphCast Studio): A content-creation platform for producing interactive video experiences driven by viewer emotions, including MorphCast Studio, the MorphCast HTML5 Player, and the integrated AI engine.

• Ready-to-Use Web Apps: Pre-built web applications embedding the Emotion AI HTML5 SDK, including the Emotion AI Statistics Dashboard, MorphCast for ChatGPT (EmotionGPT), MyMoodScan, and other applications listed on The Company’s website. MyMoodScan is a free-of-charge, personal-use web application and is subject to the supplemental provisions in Section 28 of these TOU.

• MorphCast for Zoom: A Zoom Marketplace plugin that provides real-time attention, engagement, and emotion analytics during Zoom video conferences and webinars.

• MorphCast Emotion AI Video Conference: A browser-based video conferencing application (powered by AWS Chime) with integrated emotion analytics, available as a hosted service and as a white-label deployment.

Where a specific Service has requirements that differ from or supplement these general TOU, such product-specific terms are set out in the Supplemental Terms sections of this document. In the event of a conflict between these general TOU and any product-specific Supplemental Terms, the Supplemental Terms shall prevail for that Service.

ACCEPTANCE: By creating an account, activating a license key, or otherwise accessing or using any Service, you signify your full acceptance of all provisions of these TOU and all provisions contained in our Ethical Code (https://www.morphcast.com/ethical-code/), our Guidelines and Policies for Responsible Use of Emotion AI (https://www.morphcast.com/responsible-guidelines/), and our Acceptable Use Policy as set forth in Section 4 of these TOU. If you do not accept these TOU in full, you are not authorized to use the Services.

2. Definitions

“Stream Time” means the billable usage of the Services, calculated as follows:

• Web and Mobile SDK: The duration the AI engine is active and processing data. If the SDK is running but no face is detected or tracked, no Stream Time is billed.

• Video Conference and Zoom Video Conference: The sum of AI stream time of each person tracked (host and/or attendees).

• Media Platform (Studio): The total duration of content streaming or playback time within the platform (Studio creative tools and content storage are provided free of charge).

“Minimum Billable Unit” means one (1) minute. Stream Time is measured in full minutes and rounded up per individual streaming session before daily or monthly aggregation.

“Complimentary Usage Period” or “CUP” means the quantity of usage minutes included in a self-service subscription plan without additional charges.

“Enterprise Usage Pool” or “EUP” means the quantity of usage minutes contractually allocated to an Enterprise account under an enterprise agreement.

“Portal” means the MorphCast Portal, the central management system for all MorphCast product licenses and the source of truth for license issuance, assignment, usage details, and account-level settings.

“Content” means any element, material, video, audio, music, text, photo, or other material you post, upload, provide, or make available when you use the Services.

“Output” means any web page content, analytics results, reports, or other materials generated or published by you or your Customers by using the Services.

“Customer” means any person or entity that, whether directly or indirectly, uses the Services through or in connection with the Registered User’s deployment.

“End User” means any individual whose facial data is processed by the on-device AI engine in connection with the Services.

“Confidential Information” means any non-public information disclosed by either party to the other in connection with the Services, including but not limited to technical data, trade secrets, business plans, integration details, pricing terms, and usage patterns, whether disclosed orally, in writing, or electronically.

3. Eligibility and Professional-Use Disclaimer

Unless expressly stated otherwise for a specific Service (such as MyMoodScan), the Services are available exclusively for professional, entrepreneurial, commercial, artisan, or professional use. By accepting these TOU, you specifically acknowledge and declare that:

• You are acting in the exercise of your personal, entrepreneurial, commercial, artisan, or professional activity, or you are an intermediary thereof.

• Any applicable provisions on consumer protection shall not apply to you or your use of the Services.

• You are of legal age to enter into a binding agreement and have the authority to bind your organization to these TOU.

Guarantee: We provide the Services with reasonable care and skill but without any guarantee additional to those expressly mentioned in these TOU.

Except as expressly indicated in these TOU or required by mandatory law, The Company makes no specific promises regarding the Services, including regarding the specific features, accuracy, reliability, availability, or ability of the Services to meet your needs.

4. Responsible Use, Prohibited Practices, and Regulatory Compliance (Acceptable Use Policy)

This Section constitutes MorphCast’s Acceptable Use Policy. All use of the Services must comply with this Section, The Company’s Ethical Code, and the Responsible Guidelines for the responsible use of emotion AI.

4.1 Prohibited Practices

In alignment with applicable law — including Regulation (EU) 2024/1689 (the “EU AI Act”) — and with The Company’s commitment to the responsible use of emotion AI, the following practices are prohibited when using the Services:

• Workplace Emotion Inference for Employment Decisions: You shall not use the Services to infer or assess the emotions of employees, contractors, or job candidates in workplace settings for the purpose of making employment, disciplinary, performance-evaluation, or termination decisions, except where such use is intended for a documented and specific medical or occupational safety purpose. Where the medical/safety exception is relied upon: (a) the deployer must document the specific medical or safety purpose in writing prior to deployment; (b) a Data Protection Impact Assessment (or equivalent) must be conducted where required by applicable law; (c) the processing must be proportionate to and necessary for the stated purpose; and (d) explicit informed consent meeting the applicable legal standard (including GDPR Article 9(2)(a) for health data where applicable) must be obtained from all individuals concerned.

• Educational Emotion Surveillance: You shall not use the Services to infer the emotions of students or learners in educational institutions for the purpose of grading, disciplinary action, admission decisions, or mandatory engagement scoring, except where such use is intended for a documented and specific medical or safety purpose subject to the same conditions described above.

• Facial Recognition Database Creation: The Services are designed to analyze facial expressions and apparent characteristics without identifying individuals. You shall not use the Services to create or expand facial recognition databases through the scraping of facial images from the internet, CCTV footage, or any other source, or to attempt to identify specific individuals through facial matching.

• Biometric Categorization of Protected Characteristics: You shall not use the Services to categorize individuals based on biometric data to deduce or infer protected characteristics such as race, political opinions, religious or philosophical beliefs, trade-union membership, sexual orientation, or sex life.

• Manipulative or Exploitative Use: You shall not use the Services to deploy subliminal, manipulative, or deceptive techniques that materially distort the behavior of individuals or to exploit vulnerabilities related to age, disability, or social or economic situation.

• Social Scoring: You shall not use the Services to evaluate or classify individuals based on their social behavior, personal characteristics, or personality traits in a manner that leads to detrimental or unfavorable treatment in contexts unrelated to the original data collection or that is disproportionate to their behavior.

The foregoing prohibitions apply regardless of the jurisdiction in which the Services are deployed. Breach of any of these prohibitions constitutes a material breach of these TOU and may result in immediate termination of all licenses.

4.2 Transparency and End-User Notification Obligations

You shall ensure that all End Users are clearly informed, prior to the activation of any Emotion AI processing, that:

• An emotion recognition or facial analysis system is in operation.

• The analysis is performed on-device (in the End User’s browser or application) and no facial images, video, or per-user emotion metrics are transmitted to MorphCast servers.

• The End User has the right to decline or terminate the analysis at any time.

This notice requirement applies to all deployments of the Services, regardless of jurisdiction. Where the EU AI Act applies, this obligation is aligned with Article 50(3), which requires deployers of emotion recognition systems to inform exposed natural persons and to process personal data in accordance with the GDPR (including, where applicable, lawful basis under Article 6, data minimization, and Data Protection Impact Assessments under Article 35).

4.3 AI Literacy

In accordance with the principles of Article 4 of the EU AI Act, Registered Users shall take reasonable measures to ensure that their personnel and agents who operate or interact with the Services have a sufficient level of AI literacy, taking into account their technical knowledge, experience, education, training, and the context and purpose for which the Services are used.

4.4 Compliance Information and Post-Market Monitoring Cooperation

The Registered User agrees to provide, upon MorphCast’s request, all necessary information regarding their use of the Services. This ensures transparency and adherence to MorphCast’s Ethical Code and Responsible Guidelines, as well as compliance with applicable regulations. Failure to comply may result in immediate suspension or termination of the license.

The Registered User shall also cooperate with The Company in connection with any post-market monitoring, incident reporting, or regulatory inquiry relating to the Services, including by promptly providing information about deployment contexts, incidents, End User complaints, or adverse outcomes upon reasonable request. This cooperation obligation applies regardless of whether the Registered User’s deployment is classified as high-risk under applicable law, and is in addition to any specific obligations set forth in Section 4.6.

4.5 Territorial Restrictions

The Company may restrict the availability of the Services in specific jurisdictions from time to time as set forth at https://www.morphcast.com/legal-territorial-exclusion/. The Company’s Pass-Key authorization service may enforce territory restrictions at runtime. When geographic restrictions apply, the engine will not execute, and no usage will be recorded.

It is the Registered User’s sole responsibility to ensure that its use of the Services complies with all applicable laws and regulations in the jurisdictions in which the Services are deployed, including but not limited to the EU AI Act, GDPR, applicable U.S. federal and state laws, and Canadian federal and provincial laws.

4.6 High-Risk AI System Deployer Obligations

Where the Registered User deploys the Services in a context that constitutes a “high-risk AI system” under Annex III of the EU AI Act (which includes, among others, emotion recognition systems used for law enforcement, border control, or migration purposes), the Registered User shall, in addition to all other obligations under these TOU:

• Comply with all deployer obligations set forth in Article 26 of the EU AI Act, including implementing appropriate technical and organizational measures, ensuring human oversight, and conducting a fundamental rights impact assessment where required under Article 27.

• Establish and maintain a risk management process appropriate to the specific deployment context, as contemplated by Article 9 of the EU AI Act. MorphCast’s published risk assessment at https://www.morphcast.com/responsibility-transparency-clarity/#Risk-Assessment provides the provider-side assessment; the Registered User is responsible for complementary deployer-side risk management.

• Follow the instructions for use provided in The Company’s technical documentation at https://ai-sdk.morphcast.com/latest/index.html, as referenced by Article 13 of the EU AI Act.

• Maintain records and logs automatically generated by the AI system for at least six (6) months, or such longer period as required by applicable law (Article 26(5) of the EU AI Act).

4.7 Human Oversight

In accordance with the principles of Article 14 of the EU AI Act and responsible AI practices, the Services shall not be used as the sole or determinative basis for decisions that significantly affect the rights, freedoms, or legitimate interests of individuals without meaningful human review. Registered Users shall implement appropriate human oversight measures proportionate to the risks, context, and consequences of the specific deployment.

4.8 Accuracy, Known Limitations, and Bias

MorphCast publishes information regarding the accuracy, limitations, and potential biases of its AI models at https://www.morphcast.com/responsibility-transparency-clarity/#accuracy. The Registered User acknowledges and agrees that: (a) emotion recognition technology has inherent limitations, including variation across cultures, social contexts, lighting conditions, and individual expression patterns; (b) the probability outputs of the Services are statistical estimates, not deterministic classifications; and (c) the Registered User shall communicate these known limitations and accuracy boundaries to End Users and Customers as appropriate to the deployment context.

5. Account Registration and Portal

5.1 Account Creation

To use the Services, you must create an account through the MorphCast Portal and provide information that is current, complete, and accurate to the best of your knowledge. You agree to promptly update your information to keep your account current at all times.

5.2 Account Security

You are responsible for maintaining the confidentiality of your registration information, password, and API credentials, and for all uses of your account. Access credentials are for your personal use only; sharing or misrepresenting credentials is prohibited. You agree to immediately notify The Company of any unauthorized use of your account or any other breach of security. The Company is not liable for any loss or damage arising from your failure to comply with this Section.

5.3 Account Status

Each Portal Account has an associated status: pending (awaiting checkout completion), trial (within the free trial period), active (subscription operational), locked (temporarily blocked for security or operational reasons), suspended (administratively suspended for compliance or policy reasons), or deleted (permanently deactivated with data anonymized).

5.4 License Keys

Upon completing registration and account setup, The Company will issue one or more license keys. License keys are assigned to the Portal Account and may not be transferred or shared outside the account. License activation and authorization are governed by the license gating rules maintained in the Portal.

6. Use of the Services

6.1 Authorized Use

You shall use the Services as provided, embedding them in your web pages, applications, or HTML5/JavaScript environments as applicable. The Services have been designed to operate on the client side (in the End User’s browser or device). They may also be used on a server in an HTML5/JavaScript environment (e.g., Chrome OS virtual machine) where applicable. We strongly recommend consulting The Company’s technical documentation at https://ai-sdk.morphcast.com/latest/index.html for the correct integration of the Services in your applications.

Use of the Services may require one or more compatible devices, internet access, and up-to-date browser software. System requirements may change from time to time and are the Registered User’s sole responsibility. The Company is not liable for any degradation in the performance or functionality of the Services arising from the Registered User’s hardware, software, browser, or network environment, or from the performance of third-party products and services not provided by The Company.

6.2 Restrictions on Use

You shall not, and shall not permit any third party to:

• Modify, disassemble, decompile, or reverse engineer any part of the Services.

• Copy or 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 or under mandatory applicable law.

• Distribute the Services from servers not authorized by The Company, including through a proxy server.

• Remove, modify, or otherwise tamper with notices (including copyright notices) or legends on the Services.

• License or sublicense the Services to any third party.

• Disclose the results of any performance benchmarks or similar testing without The Company’s prior written consent.

• Use the Services for any unlawful or unauthorized purpose, or take any action that could harm any person or entity, or interfere with the operation of the Services.

• Upload or transmit any communication, software, or material that contains a virus or is otherwise harmful to the computers, devices, or systems of The Company or its users.

• Engage in unauthorized spidering, scraping, or harvesting of content or information, or use any unauthorized automated means to compile information from the Services.

• Upload and store unreasonable amounts of unshared Content, or use the Services for purposes materially different from those for which they were intended.

• Use the Services for the development, production, or marketing of a service or product that is substantially similar to, or competitive with, the Services without The Company’s prior written consent.

• Resell, redistribute, or make available as a standalone product any data, analytics, reports, or outputs generated by the Services, without The Company’s prior written consent.

6.3 On-Device Processing, Data Architecture, and Security

The core Emotion AI engine processes camera frames locally on the End User’s device. No facial images, full video streams, or per-user emotion metrics are transmitted to MorphCast servers for analysis. Aggregated statistics, where collected, are anonymous and unlinkable. The Company does not process biometric data that allows the univocal identification of a subject. Certain Web Apps and deployment configurations operate in a fully local mode with zero data export, where all processing results remain exclusively on the End User’s device and no data of any kind is transmitted to The Company’s servers.

The Registered User acknowledges that the Services operate within the Registered User’s or Customer’s hardware/software context and domain. Accordingly, the Registered User:

• Assumes full responsibility for the security of the environment in which the Services are deployed and for compliance with applicable data protection laws.

• Shall implement reasonable and appropriate technical and organizational security measures to protect against unauthorized access, use, disclosure, alteration, or destruction of data processed in connection with the Services.

• Shall promptly notify The Company at security@morphcast.com upon discovering any vulnerability in the Services or any security incident affecting data processed by the Services.

• Shall establish and maintain incident response processes proportionate to the nature and sensitivity of the data being processed.

7. Subscription Plans and Pricing

7.1 Pricing Model

MorphCast utilizes a Subscription + Pay-As-You-Go model. Each subscription tier includes a base amount of Stream Time (measured in hours) at a fixed monthly rate. Any consumption exceeding the included hours is billed at a per-minute overage rate. All prices are in USD.

7.2 Self-Service Subscription Tiers

Each tier includes a fixed monthly subscription fee, a base allocation of Stream Time, and a per-minute overage rate that decreases with higher-tier plans. Current fees, included hours, and overage rates are published on the Plans & Pricing section of The Company’s website at https://www.morphcast.com/pricing/.

7.3 Enterprise Plans

For organizations requiring usage profiles beyond the standard self-service tiers, MorphCast offers enterprise plans managed on a case-by-case basis through an assigned Account Executive. Enterprise plans may be structured as either:

• Enterprise Annual Subscription: A fixed annual fee combined with usage monitoring based on a reference allocation of minutes.

• Enterprise Prepaid Usage: A prepaid credit balance applied against metered usage, with automatic recharge when exhausted.

7.4 60-Day Free Trial

The Company offers a 60-day free trial for new customers (defined as a new Portal Account). Valid payment information is required. During the trial, the subscription fee and any overage consumption are waived. The trial applies only once per new account. Accounts associated with emails previously used for a MorphCast account are not eligible. Billing commences automatically at the conclusion of the trial.

7.5 Overage Control

Self-service accounts may optionally enable overage control through the Portal. When enabled, usage stops once the included monthly CUP is exhausted and resumes at the next billing cycle. When disabled, overage is billed at the applicable rate. This option does not apply to Enterprise plans.

7.6 Price Changes

The Company reserves the right to modify subscription tiers, pricing, or overage rates. The Company will provide at least thirty (30) days’ advance notice of pricing changes by publishing updated terms on its website or by direct communication to the Registered User’s billing email. Changes will apply from the next billing cycle following the notice period.

7.7 Plan Changes

For self-service plans, plan changes must be initiated through the Portal and take effect at the start of the next billing cycle. No proration or mid-period billing adjustment is applied. Enterprise plan changes are not self-service and must be managed through the Account Executive.

8. Billing, Payment, and Invoicing

8.1 Payment Processing

Payment details, billing information, and tax-relevant customer information are collected and managed through Stripe. Subscription billing uses automatic collection, with payment retries managed by Stripe. The Registered User may manage billing details, view invoices, and cancel their subscription through the Stripe Customer Portal. All invoices are denominated in United States Dollars (USD). The Registered User bears any foreign exchange costs, currency conversion charges, or bank transfer fees associated with payment.

8.2 Billing Cycle and Auto-Renewal

Self-service plans are billed monthly in advance and automatically renew on a month-to-month basis unless cancelled by the Registered User before the end of the current billing period. By subscribing, you expressly authorize The Company to charge your payment method on file for each renewal period until you cancel. Cancellation may be effected at any time through the Stripe Customer Portal as described in Section 8.8. Enterprise plans follow their respective billing structures. Usage aggregation is aligned to UTC day boundaries.

8.3 Overage Billing

For self-service plans, overage charges are billed monthly concurrent with the next subscription payment date. Enterprise plans follow their own billing logic.

8.4 Taxes

All fees stated in these TOU are exclusive of applicable taxes. The Registered User is responsible for all sales, use, value-added, goods and services, withholding, and other taxes and duties imposed by any governmental authority with respect to the Services, except for taxes based on The Company’s net income. If The Company is required to collect or remit taxes on the Registered User’s behalf, such taxes will be added to the applicable invoice.

8.5 Usage Reporting and Dispute Resolution

Detailed usage is available through the Portal dashboard, including daily consumption, license key, and domain/referrer data. If you identify discrepancies, you must notify The Company at dispute@morphcast.com within thirty (30) days of the billing period in question. Failure to dispute within this period constitutes acceptance of the reported usage.

8.6 Enterprise Usage Notifications

For enterprise plans using Stripe meter-based monitoring, MorphCast sends automated usage notifications at 50%, 75%, 90%, and 100% of the relevant usage budget. Notifications are sent to the billing email and the assigned Account Executive.

8.7 Late Payment and Creditworthiness

Payment must be made on the due date. Timely payment is an essential term of these TOU. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the due date until payment is received in full. The Registered User shall also be responsible for all reasonable costs and expenses incurred by The Company in connection with collection activity, including attorneys’ fees.

The Company is not obliged to accept orders from any Registered User who has not supplied satisfactory credit references. The Company may provide written notice that no further credit will be extended, in which case no further Services will be provided except upon payment of all outstanding amounts.

8.8 Cancellation and Refunds

Subscriptions may be cancelled at any time through the Stripe Customer Portal. Services remain available through the end of the current billing period. No refund is granted on cancellation. All sales are final. Any accrued and unpaid overage charges remain due and payable.

9. Your Content (AI Interactive Media Platform)

This Section applies to the AI Interactive Media Platform (MorphCast Studio) and any other Service that enables you to upload, create, or publish Content.

You guarantee that you own all copyrights, trademarks, and other intellectual property rights in any Content you make available through the Services. You are solely responsible for the Content, regardless of its form.

When you provide Content, you grant The Company and its affiliates a worldwide, royalty-free license to host, store, reproduce, communicate, adapt, and publish the Content in connection with the Services. This license terminates when the Content is removed, subject to reasonable technical delays and copies required for legal compliance.

You agree not to provide Content that: infringes intellectual property rights; is false, misleading, defamatory, obscene, abusive, hateful, or sexually explicit; violates any person’s right to privacy or publicity; degrades others on any protected basis; contains language intended to intimidate or incite violence; or infringes any applicable law.

The Company has the right (but not the obligation) to refuse or remove any Content that infringes these TOU, applicable laws, or is harmful or objectionable.

10. Intellectual Property

10.1 Ownership

The intellectual and industrial property of the Services and all related rights are owned by, or licensed to, The Company. The Services are protected by United States laws (including California and Delaware), treaties, international conventions, and applicable foreign laws. Your use of the Services does not transfer any intellectual or industrial property rights to you.

10.2 Restrictions

Except for public-domain information or when expressly authorized in writing, 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 Company’s intellectual or industrial property.

10.3 Marketing Rights

By accepting these TOU, you agree (and shall procure that your Customers agree) that The Company and its affiliates may use and publish: (a) your name, trademark, trade name, or logo and those of your Customers; and (b) any publicly available Output, in connection with the sale or promotion of the Services.

10.4 Feedback License

If you provide The Company with any feedback, suggestions, ideas, bug reports, or improvement recommendations regarding the Services (“Feedback”), you grant The Company a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, sublicensable license to use, modify, incorporate, and otherwise exploit such Feedback without restriction or obligation of any kind. No Feedback shall be considered Confidential Information.

10.5 Copyright Infringement Notices (DMCA)

The Company respects the intellectual property of others. If you believe that Content made available through the Services infringes your copyright, please provide The Company’s Copyright Agent with the following information: (a) a physical or electronic signature of the person authorized to act on behalf of the copyright owner; (b) a description of the copyrighted work; (c) a description of the infringing material and its location within the Services; (d) your contact information; (e) a statement that you have a good-faith belief that the disputed use is not authorized; and (f) a statement, under penalty of perjury, that the information is accurate and you are authorized to act on the copyright owner’s behalf.

Copyright Agent: abuse@morphcast.com or by mail to MorphCast Inc., Attn: Copyright Agent, 835 Fifth Avenue, San Rafael, CA 94901. The Company will respond to notices that comply with applicable law and may remove or disable access to the infringing material. The Company may terminate accounts of repeat infringers.

10.6 Open Source Software

Certain software used in the Services may be offered under open source licenses, which may override certain provisions of these TOU. Applicable licenses include: Qt (LGPLv3/GPLv3), OpenSSL, and FFmpeg (LGPLv3/GPLv3).

11. Children and Minors

The Services are not directed to children under the age of 16, and The Company does not knowingly collect personal information from children under 16. If you believe a child has provided personal information, please contact us and we will take steps to delete it.

Where the Registered User deploys the Services in a context where minors may be End Users, the Registered User is solely responsible for: obtaining required parental or guardian consent; complying with all applicable laws governing children’s data (including COPPA, FERPA, and applicable state or provincial laws); and implementing age-appropriate safeguards. The Company does not sell or share minors’ personal information for cross-context behavioral advertising.

12. Changes to the Services and to These TOU

The Company may alter or discontinue the Services to improve performance or security, change functionality, ensure compliance, or prevent illegal activity. We will provide reasonable notice of material changes where possible, but may make changes without notice where necessary for security or legal compliance.

These TOU may be amended at The Company’s sole discretion. The Company will publish notice on its website and indicate the effective date. It is the Registered User’s responsibility to check for updates. Continued use following the posting of changes constitutes acceptance.

13. Service Suspension and Termination

We may suspend or terminate your account and/or access to the Services for any reason, including:

• Receipt of notice alleging infringing behavior.

• Suspicion that your use infringes intellectual property rights of The Company or third parties.

• Violation of applicable law, these TOU, The Company’s Ethical Code, or Responsible Guidelines.

• Failure to pay amounts owed.

• Use of the Services in a restricted territory or in a prohibited manner under Section 4.

• Failure to provide information requested under Section 4.4.

Suspension or termination may occur at any time and without prior notice. To the maximum extent permitted by applicable law, The Company is not liable to you or any third party for any suspension, interruption, or termination of the Services.

Account deletion is permitted only when there is no active subscription, no outstanding balance, and no active licenses. Upon deletion, all sensitive data is anonymized.

13.1 Post-Termination Obligations

Upon termination or expiration of these TOU for any reason, the Registered User shall: (a) immediately cease all use of the Services; (b) destroy all copies of associated software, documentation, API keys, and materials in its possession or control; (c) return or destroy all Confidential Information of The Company as required by Section 18; and (d) pay all outstanding fees and charges accrued prior to the effective date of termination. Termination does not relieve the Registered User of any payment obligation incurred prior to the effective date of termination.

13.2 Survival

The following Sections shall survive any termination or expiration of these TOU: Section 2 (Definitions), Section 4 (Responsible Use and Prohibited Practices), Section 6.2 (Restrictions on Use), Section 6.3 (On-Device Processing and Security), Section 9 (Your Content — license grants), Section 10 (Intellectual Property), Section 13.1 (Post-Termination Obligations), Section 14 (Non-Medical-Use Disclaimer), Section 15 (Disclaimer of Warranties), Section 16 (Limitation of Liability), Section 17 (Indemnification and Injunctive Relief), Section 18 (Confidentiality), Section 19 (Privacy and Data Protection), Section 20 (Export Controls), Section 23 (Severability), Section 24 (No Waiver), Section 25 (Governing Law and Dispute Resolution), and Section 27 (Violation and Abuse), together with any other provisions that by their nature are intended to survive.

14. Non-Medical-Use Disclaimer

The Services have not been cleared, approved, or registered by the U.S. Food and Drug Administration (FDA) or any equivalent regulatory authority for any medical application. The Services are not intended to be used, and shall not be used, for the diagnosis, treatment, mitigation, cure, or prevention of any disease or medical condition, unless a separate written agreement between the Registered User and The Company expressly authorizes such use and establishes the applicable regulatory and clinical framework.

Notwithstanding the foregoing, the Services may be used in research, wellness, or non-diagnostic contexts where emotion or facial expression analysis provides supplementary insights, provided that such use does not constitute a regulated medical device activity under applicable law.

15. Disclaimer of Warranties

YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” SAVE FOR THE CASE OF THE COMPANY’S WILLFUL MISCONDUCT AND GROSS NEGLIGENCE, 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; (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.

THERE IS NO WARRANTY THAT THE SERVICES WILL MEET YOUR NEEDS, OR THAT THE SERVICES WILL BE TIMELY, SECURE, ACCURATE, ERROR-FREE, COMPLETE, UP-TO-DATE, FREE OF VIRUSES, OR UNINTERRUPTED. NO ORAL OR WRITTEN INFORMATION PROVIDED BY THE COMPANY SHALL CREATE ANY WARRANTY.

THE SERVICES ARE NOT DESIGNED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT, OR WEAPONS SYSTEMS.

16. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL THE COMPANY, 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, EXEMPLARY, OR PUNITIVE DAMAGES AND LOST PROFITS ARISING OUT OF THESE TOU OR YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY CASE, THE COMPANY’S MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TOU SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIMS.

NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY PARTY’S LIABILITY FOR: DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; FRAUD OR FRAUDULENT MISREPRESENTATION; WILLFUL MISCONDUCT OR GROSS NEGLIGENCE; OR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

17. Indemnification and Injunctive Relief

17.1 Indemnification

You agree to indemnify, defend, and hold harmless The Company, its affiliates, officers, directors, contractors, agents, employees, successors, and assignees from and against all demands, claims, damages, liabilities, judgments, fines, interest, penalties, losses, costs, expenses, and harms (including reasonable attorneys’ fees) arising out of or in connection with:

• Your use of the Services or your online conduct.

• Your infringement of these TOU or failure to comply with applicable laws.

• Your negligence, willful misconduct, or infringement of any third-party rights.

• Any dealings or transactions resulting from your use of the Services.

• Your infringement of privacy laws concerning the processing of personal data.

• Your breach of the prohibited-practices, transparency, or territorial-restriction provisions in Section 4.

• Any applications, products, or services you develop using or incorporating the Services.

In case The Company receives a claim: (a) you shall not settle without The Company’s prior written consent; (b) The Company may assume sole control of the defense; and (c) you shall fully cooperate.

17.2 Injunctive Relief

You acknowledge that any use of the Services contrary to these TOU, or any transfer, sublicensing, copying, or disclosure of technical information or materials related to the Services, may cause irreparable injury to The Company for which monetary damages would be an inadequate remedy. Accordingly, The Company shall be entitled to seek equitable relief, including preliminary and permanent injunctive relief, without the requirement to post bond or other security, in addition to any other rights or remedies available at law or in equity.

These obligations survive termination of these TOU.

18. Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party in connection with the Services. The receiving party shall: (a) use the Confidential Information only as necessary to exercise its rights or perform its obligations under these TOU; (b) not disclose it to any third party without the disclosing party’s prior written consent, except to its employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of these TOU; (ii) was known to the receiving party prior to disclosure; (iii) is independently developed without reference to the Confidential Information; or (iv) is lawfully received from a third party without restriction.

Upon termination of these TOU, each party shall promptly return or destroy all Confidential Information of the other party in its possession, except as required to be retained by applicable law.

A breach of this Section may cause irreparable harm; the disclosing party may seek injunctive relief in addition to any other remedies available.

19. Privacy and Data Protection

Your use of the Services is governed by The Company’s applicable privacy policies, including the Global Privacy Policy (https://www.morphcast.com/morphcast-inc-privacy-policy/) and product-specific Supplemental Privacy Policies.

The Company is committed to privacy-by-design principles. The Emotion AI engine runs on-device; facial images and biometric identifiers are not transmitted to MorphCast servers. Aggregated and de-identified statistics that cannot reasonably be linked to any individual are not “personal information” under applicable law.

Where the Registered User’s use of the Services involves the processing of personal data of End Users, the Registered User is the data controller (or equivalent) and bears sole responsibility for compliance with applicable data protection laws (including GDPR where applicable, CCPA/CPRA, PIPEDA, and applicable state and provincial laws). A Data Processing Addendum is available upon request.

Where GDPR or equivalent data-protection legislation applies, the Registered User is responsible for responding to data-subject requests (including rights of access, rectification, erasure, restriction, objection, and data portability) relating to any personal data processed through the Services. Given the on-device processing architecture, such personal data is typically within the Registered User’s (or Customer’s) control and is not held by The Company. The Company will provide reasonable cooperation in connection with such requests to the extent The Company holds any relevant data.

19.1 Protected Health Information (HIPAA)

The Services are not HIPAA-compliant by default. The Registered User shall not submit, transmit, or make accessible any Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) through the Services without first executing a Business Associate Agreement (“BAA”) with The Company. Any processing of PHI without an executed BAA constitutes a material breach of these TOU and the Registered User shall be solely responsible for all resulting liabilities.

20. Export Controls and Sanctions Compliance

The Services, or portions thereof, may be subject to the export control laws of the United States, including the Export Administration Regulations (EAR), and the sanctions programs administered by the Office of Foreign Assets Control (OFAC). You shall not, directly or indirectly, export, re-export, divert, transfer, or disclose any portion of the Services or any related technical information or materials in violation of any applicable export law or regulation.

Without limiting the foregoing, you represent and warrant that: (a) you are not located in, under the control of, or a national or resident of any country subject to a U.S. government embargo; (b) you are not identified on any U.S. government list of prohibited or restricted parties; and (c) you will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture, or production of nuclear, missile, chemical, or biological weapons.

21. Links and Third-Party Content

The Services may contain links to third-party websites, products, or services. The Company does not endorse or promote these and is not responsible for their claims, availability, accuracy, content, products, or services. Your use of any third-party websites or resources is at your own risk and subject to the terms and conditions of those third parties.

22. Beta and Early Access Features

The Company may from time to time offer beta, preview, or early-access features (“Beta Features”). Beta Features are provided “as is” and “as available” without any warranty or SLA commitment. Beta Features may have different privacy, security, and availability characteristics than generally available Services. The Company may modify or discontinue Beta Features at any time without notice or liability.

You acknowledge that Beta Features may contain errors or defects and that reliance on Beta Features for production workloads is at your sole risk. Feedback provided on Beta Features is subject to the Feedback License in Section 10.4.

23. Severability

If any provision is held unenforceable, it will not affect the remaining provisions and will be replaced by an enforceable provision that comes closest to the intention of the parties.

24. No Waiver

Failure to enforce any provision or respond to a breach shall not waive the right to subsequently enforce any terms or act with respect to similar breaches.

25. Governing Law, Dispute Resolution, and Arbitration

25.1 Governing Law

These TOU are governed by the laws of the State of California, United States, without regard to conflict-of-law principles.

25.2 Dispute Resolution and Arbitration

In the event of any dispute, controversy, or claim arising out of or relating to these TOU, the parties shall first attempt resolution through informal negotiation for sixty (60) days from the date a written Notice of Dispute is received. Notices must be sent by registered letter with return receipt to MorphCast Inc. at the address above.

If informal negotiation fails, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in San Francisco, California, in the English language, before a single arbitrator. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

CLASS ACTION WAIVER: TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE COMPANY ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

25.3 Time Limit for Claims

To the maximum extent permitted by law, any claim under these TOU must be filed within six (6) months from when the claim first could have been filed. If not filed within this period, it is permanently barred.

25.4 Exclusive Jurisdiction

Notwithstanding the foregoing arbitration provision, either party may seek injunctive or other equitable relief in the courts of San Francisco, California. For any disputes not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco, California.

26. Miscellaneous

No joint venture, partnership, employment, or agency relationship exists between the parties as a result of these TOU.

These TOU may not be transferred or assigned by you, but may be assigned by The Company without restriction.

These TOU, together with any applicable Supplemental Terms, the Ethical Code, and the Responsible Guidelines, constitute the entire agreement between the parties regarding the Services, superseding all prior agreements. If the Registered User has executed a separate written agreement with The Company governing specific products or services (such as an enterprise Master Service Agreement or Order Form), the terms of that separate agreement shall prevail over these TOU to the extent of any conflict.

26.1 U.S. Government End Users

The Services are “Commercial Items” as defined in 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. The Services are licensed to U.S. Government end users only as Commercial Items and with only those rights as are granted to all other end users under these TOU.

26.2 Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under these TOU (other than payment obligations) to the extent that such failure or delay is caused by events beyond its reasonable control, including but not limited to natural disasters, pandemics, epidemics, government actions or orders, war, terrorism, riots, cyberattacks, failures of third-party platforms or infrastructure on which the Services depend (including Stripe, AWS, or Zoom), power or telecommunications failures, or labor disputes. The affected party shall use reasonable efforts to mitigate the impact and resume performance as soon as practicable.

26.3 Notices

Notices from The Company to the Registered User may be sent to the billing email address on file and shall be deemed effective upon transmission. Notices from The Company may also be posted on The Company’s website or within the Portal, in which case they shall be deemed effective upon posting. Notices from the Registered User to The Company must be sent to the contact information in Section 26.5 (or, for dispute notices, by registered mail as specified in Section 25.2) and shall be deemed effective upon actual receipt by The Company.

26.4 Controlling Language

These TOU have been prepared in the English language. If these TOU are translated into any other language, the English-language version shall be controlling in all respects. In the event of any conflict or inconsistency between the English-language version and any translation, the English-language version shall prevail.

26.5 Contact Information

Please direct questions, complaints, or claims to info@morphcast.com or by mail to MorphCast Inc., 835 Fifth Avenue, San Rafael, CA 94901.

27. Violation and Abuse Reporting

Notify us of any spam, abuse, misuse, infringement, illegal activity, or compromising behavior at abuse@morphcast.com. The Company reserves the right to monitor Content, remove it, and cooperate with law enforcement. Violations of system or network security may result in civil or criminal liability.

28. Supplemental Terms: MyMoodScan (Web App)

MyMoodScan is one of The Company’s Ready-to-Use Web Apps. The following supplemental provisions modify the general TOU solely to the extent stated. All other provisions apply in full.

Personal, Non-Commercial Use: Notwithstanding Section 3, MyMoodScan is provided free of charge and ad-free for personal, non-commercial use. The professional-use disclaimer in Section 3 does not apply to MyMoodScan.

License: Non-exclusive, non-transferable, revocable license for personal purposes. You may create a home-screen shortcut or install it as a progressive web app.

On-Device Processing: Analysis results remain in your browser; MorphCast does not receive or store your photos, camera feed, or emotional data.

Attribution: You may share screenshots or results for personal use provided you credit “MyMoodScan by MorphCast.”

Availability: The Company may update or discontinue MyMoodScan at any time.

29. Supplemental Terms: MorphCast for Zoom

The following terms supplement the general TOU for MorphCast for Zoom.

Distribution: Distributed exclusively through the Zoom Marketplace. License keys are obtained by registering through the MorphCast app on the Zoom Marketplace. Use is also subject to the Zoom Terms of Service, Privacy Statement, and Zoom Marketplace Developer Agreement. Removal from the Marketplace by Zoom may terminate access to the Service.

Third-Party Terms: The Company is not responsible for Zoom’s platform, availability, data handling, or any changes to the Zoom Marketplace.

Participant Consent: The host is solely responsible for informing participants that emotion analysis is active and for obtaining required consents. Participants must be able to accept or reject the analysis. If the host does not activate the Emotion AI tool, no usage is billed and no data is processed.

Stream Time: Calculated as the sum of AI stream time of each person tracked.

30. Supplemental Terms: MorphCast Emotion AI Video Conference

The following terms supplement the general TOU for MorphCast Emotion AI Video Conference, including white-label deployments.

Third-Party Infrastructure: Utilizes AWS Chime. Use is also subject to AWS’s applicable terms and policies. The Company is not responsible for AWS’s platform or data handling.

White-Label Deployments: You are responsible for: hosting on your own domain; providing your own privacy policy, terms of use, and DPA links; and ensuring your branding accurately represents the functionality and data practices.

Host Obligations: The host must inform participants of emotion analysis, provide the option to accept or reject, and comply with all consent and notification requirements.

Recording: Where recording functionality is available, the host is solely responsible for compliance with applicable wiretapping, eavesdropping, and recording-consent laws.

31. Supplemental Terms: AI Interactive Media Platform (Studio)

The following terms supplement the general TOU for the AI Interactive Media Platform.

Software Updates: Downloadable software may update automatically when a new version is available.

Content: Section 9 (Your Content) applies in full.

Content Removal: You can remove Content at any time. The license terminates upon removal, subject to: copies already shared, copies required for legal compliance, and reasonable technical delays.

Storage: Creative tools and content storage are free. Do not use the storage for unrelated purposes (e.g., general cloud storage).

32. AI-Damage or Discrimination Complaint System

If any End User or affected person believes they have been damaged or discriminated against by the operation of the Services, they may submit a complaint through the mechanism described at https://www.morphcast.com/responsibility-transparency-clarity/#demage. The Company will review all complaints and respond within a reasonable timeframe.