TERMS OF USE

MORF MEDIA TERMS OF USE

IMPORTANT – PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THESE TERMS OF USE (“TERMS”) THAT GOVERN YOUR ACCESS TO MORF MEDIA’S WEBSITE AVAILABLE AT WWW.MORFMEDIA.COM (“MORF MEDIA WEBSITE”), MORF MEDIA’S ONLINE PLATFORM SERVICE, THE COMPLIANCE COURSES, AND VARIOUS RELATED SERVICES (COLLECTIVELY, THE “MORF MEDIA SERVICE”) OFFERED BY MORF MEDIA, INC (“MORF MEDIA”) TO YOU, THE USER OF THE MORF MEDIA SERVICE (“YOU” OR “YOUR”). THESE TERMS ALSO CONTAIN AN AGREEMENT TO ARBITRATE IN SECTION 14 BELOW WHICH WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST MORF MEDIA TO BINDING AND FINAL ARBITRATION. BY CLICKING ON THE “I AGREE” BUTTON, (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, AND FULLY UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS (INCLUDING MORF MEDIA’S PRIVACY POLICY, AVAILABLE AT http://morflearning.com/morf-media-privacy-policy/ (“PRIVACY POLICY”), MORF MEDIA’S ACCEPTABLE USE POLICY, AVAILABLE AT http://morflearning.com/terms-of-use/, AND ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW), (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS (INCLUDING THE PRIVACY POLICY, THE ACCEPTABLE USE POLICY, AND ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW), (3) YOU REPRESENT YOU ARE ELIGIBLE TO ENTER INTO THE TERMS PURSUANT TO THE ELIGIBILITY REQUIREMENTS SET FORTH BELOW IN SECTION 1, AND (4) YOU AGREE THAT YOU ARE ENTERING INTO THESE TERMS (INCLUDING THE PRIVACY POLICY, THE ACCEPTABLE USE POLICY, AND ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW) WITH MORF MEDIA. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS, OR IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHOULD CLICK ON THE “CANCEL” BUTTON TO DISCONTINUE THE REGISTRATION PROCESS. IF YOU ARE A COMPETITOR OF MORF MEDIA YOU MAY NOT ACCESS OR USE THE MORF MEDIA SERVICE WITHOUT MORF MEDIA’S PRIOR WRITTEN CONSENT.

 

  1. Eligibility

You must be at least eighteen (18) years of age or older to access or use the Morf Media Service. By accessing or using the Morf Media Service you affirm that you are at least eighteen (18) years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Terms, and to abide by and comply with the Terms. In any case, you affirm that you are at least 18 years old as the Morf Media Service is not intended for minors. If you are under 18 years of age, you are not permitted to use the Morf Media Service.   If for any reason, we, in our sole discretion, believe you do not meet the eligibility requirements set forth above, we reserve the right, without provision of any notice to you to terminate your account and the Terms. If you do not meet the eligibility requirements as set forth above, we have no obligations to you under the Terms.

  1. Morf Media Service

Subject to your compliance with the Terms (including the payment of applicable fees), Morf Media will provide you access, over the Internet, to the Morf Media Service, provided that: (i) your use of the Morf Media Service as permitted, is solely for your personal use and not on behalf of any third party, and you will not resell or charge others for use of or access to the Morf Media Service, (ii) you will not duplicate, reproduce, transfer, give access to, copy, or distribute any part of the Morf Media Service in any medium without our prior written consent, (iii) you will not attempt to reverse compile, reverse engineer, alter, make derivative works of, disassemble, or modify any part of the Morf Media Service; (iv) you will not access any part of the Morf Media Service in order to build a similar or competitive service, and (v) you will otherwise comply with the terms and conditions of the Terms, the Privacy Policy, and the Acceptable Use Policy.

  1. Registration and Membership

In order to access the compliance courses (“Courses”) offered through the Morf Media Service, you must register an account and sign up for a membership to the Morf Media Service (“Membership”). By creating and registering an account, you represent and warrant that all registration information, including payment information, provided by you is truthful, accurate, current and complete, and you agree to immediately provide corrected information if any of the submitted information is no longer truthful, accurate, and current and complete. You acknowledge and agree that you are solely responsible for safeguarding the confidentiality of your password and you are solely responsible, and will be held accountable, for any and all activities that are generated through your account, whether or not authorized by you. If you suspect any unauthorized use of or access to your account, please contact Morf Media immediately at [insert contact address].

  1. Your Content

You understand and agree that you are solely responsible for all content such as posts, messages, photos, business details, music videos, and any other material (collectively, the “User Content”) you may submit or make available through the Morf Media Service. We cannot, and do not monitor or control the accuracy, quality, reliability or genuineness of any content that is made available through the Morf Media Service and we do not take any responsibility for any User Content. You agree that you have the required legal authority to submit your User Content and that such User Content does not violate the rights of any third party. We are not liable for damages of any kind resulting from your use of any User Content or other content available through the Morf Media Service. We may, at any time and in our sole discretion, choose to refuse to post, move, or delete any content (including User Content) on the Morf Media Service that we believe may violate these Terms or the Privacy Policy, or for any other reason whatsoever. You hereby grant to Morf Media an irrevocable, unrestricted, royalty-free and perpetual worldwide license to use, modify, adapt, translate, transmit, sell, store, display, perform, create derivative works from, distribute, and promote all such User Content, without any limitations, including, the use of User Content for commercial, promotional, or any other purpose whatsoever.

  1. Ownership

Subject to your rights in any of your User Content, Morf Media and its licensors retain all right, title and interest in and to all intellectual property rights in and to (i) the Morf Media Service including, without limitation, text, scripts, graphics, interactive features and the like, (ii) the Courses and any and all other content or materials made available by Morf Media, and (iii) the trademarks, service marks and logos contained therein owned by or licensed to us. Any and all comments, suggestions, ideas, notes, drawings, concepts, problems or other information with respect to the Morf Media Service disclosed or offered by you to us (collectively, “Feedback”) is hereby unconditionally and irrevocably assigned by you to us, including any and all worldwide intellectual property rights relating thereto. We shall be entitled to unrestricted use of the Feedback for any and all purposes whatsoever, commercial or otherwise, without any payment or other obligation to you or any other person involved with the creation of the Feedback. Morf Media reserve all rights not expressly granted in and to the Morf Media Service and no implied license is granted by Morf Media.

  1. Payment Terms

Morf Media’s obligation to provide the Morf Media Service is expressly conditioned upon the timely payment of your fees due for your Membership and selected Courses. Membership fees are collected on a monthly basis and you hereby authorize Morf Media (or its third party payment processor) to automatically charge your designated method of payment on a recurring monthly basis for your Membership fee (in addition to any applicable taxes and other charges). Course fees are immediately due and payable at the time of registration for the course. All fees are exclusive of all applicable sales, use, value-added and other taxes, or other similar charges, and You will be responsible for payment of all such taxes (other than taxes based on Morf Media’s income), and any related penalties and interest, arising from the payment of the fees. The Membership and Course fees are non-refundable and non-cancelable to the maximum extent permitted by applicable law. Morf Media reserves the right to immediately suspend or terminate access to the Morf Media Service if any payment is past due.

  1. Membership Cancellation

You may cancel your Membership by providing notice to [insert contact email address]. Upon cancellation your access to the Morf Media Service will terminate at the expiration of your current month of Membership. Please note that Membership and Course fees are non-refundable. Morf Media reserves the right to terminate or suspend you Membership and/or access to the Morf Media Service for any reason whatsoever, including violation of these Terms, the Privacy Policy, the Acceptable Use Policy, or violation of any law or regulation.

  1. Indemnification

You will defend at your own expense any claim or action against Morf Media, or its affiliates, or their respective officers, directors, employees or contractors (each an “Morf Media Indemnified Party”) brought by a third party or governmental entity, and you will indemnify and hold harmless each Morf Media Indemnified Party from and against all costs (including reasonable attorneys’ fees) and damages incurred by such Morf Media Indemnified Party in any such claim or action, arising from or related to (i) your use or attempted use of the Morf Media Service in violation of these Terms; (b) your violation of any law or rights of any third party; or (c) User Content, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.

  1. Disclaimers

the MORF MEDIA service, THE COURSES, AND any other MATERIALS OR CONTENT provided by Morf Media THROUGH OR IN CONNECTION WITH THE MORF MEDIA SERVICE are provided as-is. Morf Media MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH REGARD TO the MORF MEDIA service, THE COURSES, AND any other MATERIALS OR CONTENT provided by Morf Media THROUGH OR IN CONNECTION WITH THE MORF MEDIA SERVICE, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Morf Media DOES NOT WARRANT THAT the MORF MEDIA service, THE COURSES, OR any other MATERIALS OR CONTENT provided by Morf Media THROUGH OR IN CONNECTION WITH THE MORF MEDIA SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OF THEIR USE WILL BE CORRECT, ACCURATE, OR RELIABLE. You ACKNOWLEDGE THAT YOU HAVE RELIED ON NO WARRANTIES AND THAT NO WARRANTIES ARE MADE BY ANY OF Morf Media’s SUPPLIERS.

  1. Limitation of Liability

IN NO EVENT shall Morf Media BE LIABLE, UNDER ANY CONTRACT, TORT (INCLudiNG NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF OR DAMAGE TO DATA, COST OF COVER, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS, ARISING FROM OR IN CONNECTION WITH the MORF MEDIA service, THE COURSES, OR any other MATERIALS OR CONTENT provided by Morf Media THROUGH OR IN CONNECTION WITH THE MORF MEDIA SERVICE OR THE USE, MISUSE, OR INABILITY TO USE, IN WHOLE OR IN PART, the MORF MEDIA service, THE COURSES, OR any other MATERIALS OR CONTENT provided by Morf Media THROUGH OR IN CONNECTION WITH THE MORF MEDIA SERVICE, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT MORF MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL Morf Media’s total cumulative LIABILITY ARISING FROM OR IN CONNECTION WITH the MORF MEDIA service, THE COURSES, AND any other MATERIALS OR CONTENT provided by Morf Media THROUGH OR IN CONNECTION WITH THE MORF MEDIA SERVICE, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, EXCEED one hundred ($100.00). YOU AGREE THAT Morf Media’s SUPPLIERS AND AFFILIATES WILL HAVE NO LIABILITY OF ANY KIND UNDER OR AS A RESULT OF THIS AGREEMENT. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES SET FORTH IN THIS AGREEMENT. The Disclaimer and limitation of liability set forth IN SECTIONS 9 and 10 are fundamental elements of the basis of This Agreement between Morf Media and YOUR. Without such limitations Morf Media would not be able to provide the Morf Media Service on an economic basis. YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO THE MORF MEDIA SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

  1. Application of Limitations and Disclaimers to Consumers

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages with respect to consumers (i.e., a person acquiring goods otherwise than in the course of a business), so the exclusions set forth in Sections 11 and 12 above may not apply to you if you are a consumer. The limitations or exclusions of warranties and liability contained in these Terms do not affect or prejudice the statutory rights of a consumer. The limitations or exclusions of warranties and remedies contained in these Terms shall apply to consumer customers only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where such customer is located.

  1. Waiver of Right to Void Online Purchases

To the maximum extent permitted by applicable law, you waive your rights to void purchases under these Terms pursuant to any law governing distance selling or electronic or online agreements, as well as any right or obligation regarding prior information, subsequent confirmation, rights of withdrawal, or cooling-off periods.

  1. Copyright Infringement (DMCA)

Morf Media specifically prohibits users from uploading, embedding, posting, emailing, transmitting or otherwise making available on or through the Morf Media Service any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. It is Morf Media’s policy to terminate, under appropriate circumstances, the account of any user who is determined, in our sole discretion, to be repeat infringers. In addition, we will remove any and all content and User Content if properly notified that such content or User Content infringes another’s intellectual property rights. To file a copyright infringement notification, please send a written communication that includes substantially the following (see Section 512(c)(3) of the Digital Millennium Copyright Act): (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material, including the email address, name and username of the user allegedly infringing the copyrighted work; (iv) information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Such takedown notices may be emailed to [insert contact email address].

  1. Governing Law & Dispute Resolution

These Terms shall be governed by the laws of the State of California without giving effect to any conflicts of laws principles that would require the application of the law of another state or jurisdiction. Any and all disputes or claims arising from or related to these Terms shall be resolved exclusively through final, binding and confidential arbitration. The location of arbitration shall be Santa Clara, California, USA, and the arbitration shall be conducted under the rules of the American Arbitration Association, as such rules are then prevailing, provided that the arbitrator and the parties shall comply with the following: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction. Notwithstanding anything in these Terms to the contrary, Morf Media may seek injunctive or other appropriate relief in any state or federal court with competent jurisdiction in any country, including in the State of California, United States of America, to prevent immediate harm arising from the threatened or actual violation of Morf Media’s rights regarding Morf Media’s Confidential Information or intellectual property rights in and to the Morf Media Service and/or Morf Media Software and you hereby consent to the personal jurisdiction and exclusive venue in such courts.

  1. Miscellaneous

Neither the rights nor the obligations arising under these Terms are assignable by you, and any such attempted assignment or transfer shall be void and without effect. Any waiver, amendment or modification of any provision of these Terms must be in writing and executed by both parties. The failure of either party to exercise any right provided for by these Terms shall not be deemed a waiver of that right. Each party represents and warrants to the other that the execution and delivery of these Terms and the performance of such party’s obligations have been duly authorized and that these Terms is a valid and legal agreement binding on the party and enforceable according to its terms. If any term or provision of these Terms is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, that provision shall be stricken from these Terms and shall not affect the legality, enforceability or validity of the remainder of these Terms. The parties acknowledge and agree that they are dealing with each other as independent contractors and nothing in these Terms and its performance shall be construed as creating a joint venture or agency between Morf Media and any user. Morf Media may delegate the performance of any services hereunder to its affiliates and contractors. these Terms constitute the entire agreement between the parties regarding this subject matter, and supersedes all prior oral or written agreements or communications with regard to the subject matter described.   Any notice to you may be provided by email. The headings of Sections of these Terms are for convenience and are not to be used in interpreting these Terms. As used in these Terms, the word “including” means “including but not limited to.” Any delay in performance of any duties or obligations of either party will not be considered a breach of these Terms if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, telecommunications or Internet failure, or any other event beyond the reasonable control of such party.

  1. Changes to the Terms

Morf Media reserves the right to change the terms and conditions of these Terms in its sole discretion from time to time. All such changes will be effective when posted on the Morf Media Website or emailed to the e-mail designated in your account. You agree to review the Morf Media Website periodically for changes. Morf Media reserves the right to change or discontinue the Morf Media Service, in whole or in part, including without limitation, the Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Morf Media Service after such changes are made to these Terms and are made available on the Morf Media Website or emailed to you will indicate your acceptance to the changes.

  1. Questions or Additional Information

If you have questions regarding these Terms, please send an e-mail to [please insert contact address].