Posted: August 21, 2021
Effective: August 21, 2021
These Terms of Service (“Terms”) constitute an agreement between Morebell, Inc., (for the purpose of these Terms, “Morebell,” “us,” “we” or “our”) and the party agreeing to these terms (“Customer,” “you,” or “your”). These Terms govern your access to and use of the Services. By accessing or using the Services, you accept these Terms, acknowledge that you have read and understand these Terms, and agree to be bound by these Terms.
If you are entering into these Terms for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these terms, otherwise you must not sign up for the Services.
1.1. Provision. These Terms govern access to, and use of, the Services, and any associated Software, ordered by Customer through an Order Form. Customer may access and use the Services in accordance with the Terms.
1.2. Modifications. Morebell may update the Services from time to time. If Morebell changes the Services in a manner that materially reduces their functionality, Morebell will notify Customer at the email address associated with the account, and Customer may provide notice within thirty days of the change to terminate the Terms. This termination right will not apply to updates made to features provided on a beta or evaluation basis.
a. Generally. Some of the Services may allow Customer and End Users to download Software that may update automatically. Morebell hereby grants to Customer during the Term a limited non-exclusive license to use the Software solely in connection with the Services and in accordance with the Terms. This license is non-transferable (subject to Section 16.2), irrevocable (except as set forth in Section 8), non-sublicensable, and will be fully paid up upon Customer’s payment of the Fees.
b. Open Source. If any component of the Software is offered under an open source license, Morebell will make the license available to Customer and to the extent the provisions of that license grant Customer additional rights, those provisions will expressly override some provisions of the Terms solely with respect to that component of the Software.
1.4. Service-Specific Terms. Certain Services, or portions thereof, may be subject to additional terms, including third party terms and conditions, that are specific to the particular Services and are set forth in the Service-Specific Terms. By accessing or using Services covered by any Service-Specific Terms, you agree to the applicable Service-Specific Terms. If there is a conflict between these Terms and the Service-Specific Terms, the Service-Specific Terms will control with respect to the applicable Services or portions thereof. Your use of the Services may also be subject to additional policies, guidelines, or rules we post on the Services or make available to you.
1.5. Reference Materials. Morebell may make certain reference Materials, including without limitation an NDA, available through the Services. Such Materials are for informational purposes only and Morebell makes no representations or warranties as to their validity, reliability or sufficiency. The Materials, including the NDA, are not intended to (a) constitute legal advice or (b) create an attorney-client relationship. Customer acknowledges and agrees that each situation is highly fact-specific and requires a knowledge of both state and federal laws. Therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions.
1.6. Morebell Rights. Morebell reserves the right to access Customer’s account as necessary in order to provide the Services. Further, Customer agrees that we may, but are not required to: (a) monitor the Services or Customer Data for violations of these Terms and for compliance with our policies; (b) refuse, restrict access to or the availability of, or remove or disable access to the Materials or Customer Data or any portion thereof, without prior notice to Customer, at any time for any reason (including upon receipt of claims or allegations from third parties or authorities relating to Customer Data), or for no reason at all; (c) report to law enforcement authorities and/or take legal action against anyone who violates these Terms; or (d) manage the Services in a manner designed to protect our and third parties’ rights and property or to facilitate the proper functioning of the Service.
2. Customer Obligations.
2.2. End Users.
a. Provisioning. Customer may provision End User Accounts up to the number of End User Licenses purchased through one or more Order Forms. Each End User Account requires a paid End User License, and End User Accounts may not be shared by multiple individuals.
b. Additional End Users. The Services may be configured to allow Administrators or End Users to purchase additional End User Licenses. Customer is responsible for understanding the settings and controls of the Services for purchasing End User Licenses and provisioning new End User Accounts. Morebell will charge Customer the applicable pro-rated amount for additional End User Licenses based on Customer’s then-current price unless otherwise set forth on the Order Form.
2.3. Customer Authentication. Customers are responsible for maintaining the confidentiality of the authentication methods they use to access the Services, including their Authentication Credentials. Customer and its End Users may not share the Authentication Credentials or, without Morebell’s permission, give others access to or transfer Customer’s account or any End User Account.
2.4. Unauthorized Use or Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. The Services are not intended for End Users under the age of 13 in the United States or 16 outside of the United States. Customer will ensure that it does not allow any person under 13 within the United States or 16 outside the United States to use the Services. Customer is responsible for any activity using its account, whether or not Customer authorized that activity. You should immediately notify Morebell in writing of any unauthorized use of your account by sending an email to firstname.lastname@example.org.
2.5. Restrictions. Customer may access and use the Services only for lawful purposes. Customer will not (and will not allow any third party to): (a) sublicense, resell, rent, lease, transfer, assign, time share, or otherwise commercially exploit or make the Services, Software, or any End User Licenses available to any third party; (b) use the Services in any unlawful manner (including in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Services or its components; (c) modify, adapt or hack the Services to, or otherwise attempt to, gain unauthorized access to the Services or its related systems or networks; (d) circumvent, disable or otherwise interfere with security related features of the Services or features that prevent or restrict use or copying of any Materials or enforce limitations on use of Materials; or (e) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code. Customer will comply with any codes of conduct, policies, or other notices Morebell provides or publishes in connection with the Services, and Customer will promptly notify Morebell if it learns of a security breach related to the Services. Customer agrees not to access the Services by any means other than through the interface that is provided by Morebell for accessing the Services, unless otherwise specifically authorized by us in a separate written agreement signed by a Morebell authorized signatory.
2.6. Acceptable Use. When using the Services, Customer: (a) represents and warrants that it owns or has sufficient rights to upload Customer Data on or through the Services; (b) will not copy, upload, download, or share Customer Data unless it has the legal right to do so; (c) will not upload content that violates Morebell’s rights or any third party’s rights, including rights of privacy or publicity, Intellectual Property Rights, or contract rights; (d) will fully comply with any third-party licenses relating to Customer Data, including paying all royalties, fees and any other monies relating to content that is uploaded to the Services; (e) will not upload or submit content that (i) is defamatory, damaging, disruptive, unlawful, inappropriate, offensive, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, violent, harassing, or otherwise objectionable; (ii) incites, encourages or threatens physical harm against another, including content that promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; or (iii) contains material that solicits personal information from anyone under 13 or exploits anyone in a sexual, violent or unlawful manner; (f) will not use the Services for any unlawful or unauthorized purpose including, collecting user names and/or email addresses of other users by electronic or any other means for the purpose of sending unsolicited email or other electronic communications, or engaging in unauthorized framing of, or linking to, the Services without prior express written consent signed by a Morebell authorized signatory; (g) will not upload or submit content that constitutes, contains, installs or attempts to install or promotes spyware, malware or other computer code, whether on Morebell’s or others’ computers or equipment, designated to enable you or others to gather information about or monitor the on-line or other activities of another party; (h) will not transmit chain letters, bulk or junk email or interfere with, disrupt, or create an undue burden on the Services or the networks or systems connected to the Services, including hacking into the Services, or using the Services to send unsolicited or commercial emails, bulletins, comments or other communications; and (i) will not impersonate any other person or entity, provide false or misleading identification, payment or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity.
3.1. Limitations. These Terms constitute Customer’s instructions to Morebell to process Customer Data. Morebell, Morebell personnel and its Subcontractors will only process, access, use, store, and transfer Customer Data as Customer instructs in order to deliver the Services and as specified in these Terms.
3.2. Backup and Retention. Customer is responsible for retaining and backing up Customer Data. Morebell will not be liable for any loss or corruption of Customer Data, or for any costs or expenses associated with backing up or restoring any Customer Data. Accordingly, Customer acknowledges that it bears sole responsibility for adequate backup and retention of Customer Data, and that it is Customer’s sole responsibility to use a secure encrypted connection to communicate with the Services if it wishes to protect transmission of data or files to Morebell. Morebell will have no liability to you for any corruption, deletion, destruction or loss of any of Customer Data.
3.3. Aggregate/Anonymous Data. Morebell may generate data that has been de-identified, anonymized and aggregated with other de-identified, anonymized data (including from other customers) based on Customer’s use of the Services and use such data for any of the following purposes: internal research and development; development of tools, methodologies, algorithms and processes; machine learning; risk management; fraud prevention; enhancing products, services and features; developing new products, services and features; and conducting and furthering Morebell’s business.
3.4. Compliance. Customer is responsible for retaining and storing Customer Data in compliance with applicable law. If Customer is legally required to retain or store copies of Customer Data, Customer must do so using its own facilities.
3.5. Data Transfer. Morebell may transfer Customer Data to and access, use, and store Customer Data in locations other than Customer’s country. To the extent Customer Data includes Personal Data that is subject to the CCPA or the GDPR that Morebell is Processing on Customer’s behalf, Customer and Morebell agree to the Morebell Data Processing Addendum, which is incorporated by reference into these Terms. The terms “CCPA”, “GDPR”, “Personal Data”, and “Processing” will have the meanings defined in the Morebell Data Processing Addendum.
4. Intellectual Property.
4.1. Reservation of Rights. Except as set forth herein, these Terms do not grant: (a) Morebell any Intellectual Property Rights in Customer Data; or (b) Customer any Intellectual Property Rights in the Services, Materials, or Morebell trademarks and brand features. Customer acknowledges that it is obtaining only a limited right to use the Services and that irrespective of any use of the words “purchase”, “sale” or similar terms, no ownership rights are transferred to Customer (or its End Users) under these Terms.
4.2. Limited Permission. Customer grants Morebell only the limited rights that are reasonably necessary for Morebell to deliver the Services in accordance with these Terms. This limited permission also extends to Subcontractors or Sub-processors.
4.3. Feedback. Please be aware that we may use any Feedback sent to us in any form or any manner without any obligation to Customer. By submitting Feedback to us, Customer: (i) assigns to Morebell all of its right, title and interest in and to all such Feedback; and (ii) agrees to provide any reasonable assistance necessary to document and maintain Morebell’s rights in the Feedback. In the event that such assignment is not valid, Customer agrees and grants to Morebell a royalty-free, worldwide, perpetual license to use or incorporate into the Services any Feedback.
5. Pricing and Payment.
5.1. Fees. Customer will pay Morebell or Customer’s reseller all applicable Fees in the currency and pursuant to the payment terms indicated on the Order Form or in the applicable agreement between Customer and Customer’s reseller. Customer authorizes Morebell, or Customer’s reseller, to charge Customer for all applicable Fees using Customer’s selected payment method, and Customer will issue the required purchasing documentation, if any. Fees are non-refundable except as required by law or as otherwise specifically permitted in the Terms.
5.2. Payment. Customer will pay Morebell invoices on the payment interval set forth in the Order Form. Morebell may suspend or terminate the Services if Fees are past due. Customer will provide complete and accurate billing and contact information to Morebell or to Customer’s reseller.
5.3. Taxes. Fees are exclusive of taxes and Customer is responsible for all Taxes. Morebell, or Customer’s reseller, will charge Taxes when required to do so. If Customer provides Morebell or its reseller with a valid exemption certificate, Morebell will not collect the taxes covered by that certificate.
5.4. Withholding Taxes. Customer will pay Morebell or its reseller net of any applicable Withholding Taxes. Customer and Morebell, or Customer’s reseller if applicable, will work together to avoid any Withholding Tax if exemptions, or a reduced treaty withholding rate, are available. If Morebell or Customer’s reseller qualifies for a tax exemption, or a reduced treaty withholding rate, Morebell or Customer’s reseller will provide Customer with reasonable documentary proof. Customer will provide Morebell or Customer’s reseller reasonable evidence that it has paid the relevant authority for the sum withheld or deducted.
5.5. Auto-renewals and Trials. IF CUSTOMER HAS ALREADY PROVIDED A PAYMENT METHOD TO MOREBELL FOR RECURRING CHARGES AND CUSTOMER’S ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD, MOREBELL (OR CUSTOMER’S RESELLER) MAY CHARGE AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS CUSTOMER NOTIFIES MOREBELL (OR CUSTOMER’S RESELLER, AS APPLICABLE) THAT CUSTOMER WANTS TO DISABLE AUTO-RENEWAL OR CANCEL THE SERVICES IN ACCORDANCE WITH SECTION 6.2. Morebell may revise Services rates by providing the Customer at least thirty days’ notice prior to the next charge.
5.6. Purchase Orders. If Customer requires the use of a purchase order or purchase order number, Customer: (i) must provide the purchase order number at the time of purchase; and (ii) agrees that any terms and conditions on a Customer purchase order will not apply to these Terms and are null and void. If the Customer is purchasing via a reseller, any terms and conditions from the Customer’s reseller or in a purchase order between the Customer and its reseller that conflict with the Terms are null and void.
6. Subscription Services.
6.1. Services Term. Unless otherwise set forth on the Order Form, the Services are sold on a subscription basis. Morebell will deliver the Services to Customer for the Services Term. Unless the parties agree otherwise in writing, any increases in quantities of Services purchased during any Services Term will have a prorated term ending on the last day of the pre-existing Services Term.
6.2. Automatic Renewals. Unless otherwise specified on the Order Form and subject to Section 6.5, following the Initial Services Term or a Renewal Term, Customer’s subscription to the Services will automatically renew for a Renewal Term at the then-current quantity, unless either party gives the other written notice of termination to the other (in the case of Customer, via email to email@example.com) at least thirty days prior to the expiration of the then-current Services Term for subscriptions less than one year and at least sixty days prior to the expiration of the then-current Services Term for subscriptions of one year or more. If Customer has purchased the Services online via a self-serve mechanism and provided a payment method to Morebell for recurring charges, Customer may elect to terminate the Terms via the Admin Console prior to the day a Renewal Term begins. Morebell reserves the right to change our prices for any renewal subscription.
6.3. Additional Subscriptions. The Services may be configured to allow Administrators or End Users to purchase additional subscriptions or quantities of Services. Customer is responsible for understanding the settings and controls of the Services for purchasing additional Services. Morebell will charge Customer the applicable pro-rated amount for additional Services for the remainder of the then-current Services Term based on Customer’s then-current price unless otherwise set forth on the Order Form
7.1. Term. These Terms will remain in effect for the Term.
7.2. Termination by Customer. You may terminate your account by sending a cancellation request to firstname.lastname@example.org or by following the notice procedures for Subscription Services provided in Section 6.5 or Section 7.2, as applicable. Termination of your Account and these Terms will take effect after Morebell processes the cancellation at the conclusion of the then-current Services Term.
7.3. Termination by Morebell. Morebell may, in its sole discretion, immediately terminate these Terms and suspend Customer’s access to the Services if required to do so by law or for an egregious violation by Customer of Section 2.5 or Section 2.6 of the Terms.
7.4. Termination for Cause. Either party may terminate the Terms, including all Order Forms, if: (i) the other party is in material breach of the Terms and fails to cure that breach within thirty days after receipt of written notice; or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days.
7.5. Effect of Termination. If these Terms terminate, except as set forth in this Section, the rights and licenses granted by Morebell to Customer will cease immediately. For a period of up to 30 days following termination, Morebell may, in its sole discretion, permit Customer to retrieve Customer Data from the Services. Morebell may delete Customer Data from the Services and Morebell will have no obligation to continue to store or permit Customer to retrieve Customer Data. Post-termination assistance from Morebell is subject to the mutual agreement of the parties, including fees and terms Morebell specifies for such assistance.
8. Representations and Warranties.
Customer represents and warrants to Morebell that: (a) it has full power and authority to enter into these Terms, including, if you are using the Services on behalf of a business or entity, the authority to bind that business or entity to these Terms; (b) Customer’s use of the Services does not violate any applicable law or regulation; and (c) Customer’s collection, use, and disclosure of Customer Data through the Services will not violate third-party rights, including Intellectual Property Rights or any rights of privacy or publicity.
9. DISCLAIMER OF WARRANTIES.
9.1. Maintenance. The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Morebell or by third-party providers, or because of other causes beyond our reasonable control.
9.2. Disclaimer. THE SERVICES, SOFTWARE, MATERIALS, AND ANY RELATED DOCUMENTATION ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THE TERMS, MOREBELL AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. MOREBELL MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. MOREBELL WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER DATA, THIRD-PARTY SERVICES, THIRD-PARTY MATERIALS, ANY CONTENT UPLOADED TO THE SERVICES BY ANY THIRD PARTY, OR NON-MOREBELL SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS). CUSTOMER IS RESPONSIBLE FOR USING THE SERVICES OR SOFTWARE IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN AND BACKING UP ANY DATA ON THE SERVICES.
9.3. Beta Services.
9.3.1. Use In Customer’s Discretion. Despite anything to the contrary in the Terms: (a) Customer may choose to use Beta Services in its sole discretion; (b) Beta Services may not be supported and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the Services; (d) Beta Services have not been subjected to the same Security Measures and auditing to which the Services have been subjected; and (e) MOREBELL WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES – USE AT YOUR OWN RISK.
9.3.2. Feedback. Morebell offers Beta Services in order to get user feedback. In exchange for using Beta Services, Customer Agrees that Morebell may contact Customer and its End Users to obtain Feedback regarding Beta Services.
9.3.3. Confidential. Beta Services are confidential until officially launched by Morebell. Customer will take reasonable measures to keep information regarding the Beta Services confidential, including at least those measures Customer takes to protect its own confidential information of a similar nature. Customer will not disclose information regarding Beta Services to any third parties, and will keep new features and functionality confidential until officially launched by Morebell. Customer may disclose information regarding Beta Services to the extent required by law or regulation if Customer gives Morebell reasonable advance written notice, to the extent permitted, so Morebell can seek to prevent or limit the disclosure.
10. Limitation of Liability.
10.1. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR MOREBELL OR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR MOREBELL AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THE TERMS FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10.2. Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, MOREBELL’S AGGREGATE LIABILITY UNDER THE TERMS WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO MOREBELL HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. FOR FREE ACCESS SUBSCRIPTIONS OR BETA SERVICES, MOREBELL’S TOTAL LIABILITY WILL NOT EXCEED, IN AGGREGATE, FIFTY U.S. DOLLARS ($50).
10.3. Failure of Essential Purpose. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 11 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, ANY MOREBELL SERVICES OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
11. Indemnification. Customer will indemnify and hold Morebell and its Affiliates harmless from and against any loss, liability, damage, penalty, fine, cost, fee, expense, claim, action or demand, including reasonable legal and accounting fees, arising or resulting from: (a) Customer’s breach of these Terms, including any breach of the representations and warranties set forth above; (b) Customer Data; or (c) Customer’s other access, contribution to, use or misuse of the Services, including, without limitation the Materials. Customer will cooperate with any reasonable requests to assist Morebell’s defense of such claim, suit or demand.
12. Copyright. Morebell will terminate the account and access rights of any copyright infringer in appropriate circumstances. If you are a copyright owner or the legal agent of a copyright owner, and you believe that any content on the Service infringes upon your copyrights, you may submit a notification pursuant to our Digital Millennium Copyright Act Notice at email@example.com.
13.1. U.S. Government Matters. Customer may not remove or export from the United States or allow the export or re-export of the Services or anything related to the Services in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, any other United States agency or authority, or any foreign agency or authority. As defined in Federal Acquisition Regulation (“FAR”) Section 2.101, the software and documentation installed by Morebell on your equipment (if applicable) are “commercial items” and according to Defense Federal Acquisition Regulation (“DFAR”) Section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR Section 227.7202 and FAR Section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Terms and will be prohibited except to the extent expressly permitted by these Terms.
13.2. Export Compliance. Each party must comply with all applicable Export Control Laws in providing and using the Services. Without limiting the foregoing: (a) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports; and (b) Customer must not permit users to access or use the Services in violation of any U.S. export embargo, prohibition or restriction.
14.1. Informal Resolution. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in Section 14.2. If a dispute is not resolved within sixty days of notice, Customer or Morebell may bring a formal proceeding.
14.2. Arbitration. Customer and Morebell agree to resolve any claims relating to the Terms or the Services through final and binding individual arbitration, except as set forth below. This includes disputes arising out of or relating to the interpretation or application of this “Arbitration” subsection, including its scope, enforceability, revocability, or validity. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in San Francisco (CA), or any other location both parties agree to in writing. The arbitrator may award relief only individually and only to the extent necessary to redress Customer’s or Morebell’s individual claim(s); the arbitrator may not award relief on behalf of others or the general public. Our past, present and future affiliates and agents may invoke our rights under this “Disputes” Section in the event they become involved in a dispute with you; otherwise, these Terms do not give rights to any third parties.
14.3. Exception to Arbitration. Either party may bring a lawsuit in the federal or state courts of Boston, Massachusetts solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and Morebell consent to venue and personal jurisdiction there.
14.4. NO CLASS OR REPRESENTATIVE ACTIONS. Customer may only resolve disputes with Morebell on an individual basis and may not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.
14.5. Severability. If any part of this “Disputes” section is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this “Disputes” section will be unenforceable in its entirety. If you are found to have a non-waivable right to bring a particular claim or to request a particular form of relief that the arbitrator lacks authority to redress or award according to this “Disputes” section, then only that respective claim or request for relief may be brought in court, and you and we agree that litigation of any such claim or request for relief shall be stayed pending the resolution of any individual claim(s) or request(s) for relief in arbitration.
15.1. Changes. Morebell may change these Terms from time to time. Customers can review the most current version of these Terms at any time at https://www.morebell.com/terms-of-service/. The revised provisions will become effective once posted or on any effective date indicated in the posting, and you accept the revised provisions by accessing or using the Service after that date.
15.2. Assignment. Customer may not assign these Terms without the prior written consent of Morebell. Morebell may assign or transfer these Terms, in whole or in part, without restriction.
15.3. Notices. Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to Morebell must be sent to Morebell Legal at firstname.lastname@example.org, with a copy to Morebell, Inc., 35 Channel Center Street, Boston, MA 02210, attn.: Legal Department.
15.4. Force Majeure. Except for payment obligations, neither Morebell nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
15.5. Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be modified or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable; and an enforceable term will be substituted reflecting our intent as closely as possible.
15.6. No Agency. No agency, partnership, joint venture, or employment is created as a result of these Terms and Customer does not have any authority of any kind to bind Morebell in any respect whatsoever; instead, our relationship is that of independent contractors.
15.7. No Third Party Beneficiaries. These Terms create no third party beneficiary rights to the Morebell product or to any third party product made available through the Service.
15.8. Headings. Section headings are for ease of reference only.
15.9. Customer Reference. Morebell reserves the right to use Customer’s name and logo for marketing or promotional purposes on Morebell’s website and in other communication with existing or potential Morebell customers.
15.10. Governing Law. These Terms will be governed by the law of the State of Massachusetts, exclusive of its choice of law and conflicts of law provisions. Unless otherwise elected by Morebell in a particular instance, you expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Boston, Massachusetts, for the purpose of resolving any dispute relating to your access to or use of the Service, subject to Section 14. The Convention for the International Sale of Goods will not apply.
15.12. Entire Agreement. Both parties agree that these Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided.
15.13. Survival. The following will survive any termination of these Terms: Sections 1.5, 1.7, 3.3, 3.4, 4, 7.4, 8, 9, 10, 11, 14, and 15; all indemnity provisions and all disclaimers and limitations of warranties and damages set forth in these Terms or otherwise existing at law all definitions used in the foregoing sections, regardless of where located; and all perpetual licenses granted under these Terms that are not expressly terminated.
“Administrator” means a Customer-designated End User who administers the Services to End Users on Customer’s behalf, through multiple tiers.
“Admin Console” means the online tool provided by Morebell to Customer for use in administering the Services.
“Affiliate” means any entity that controls, is controlled by or is under common control with a party, where “control” means the ability to direct the management and policies of an entity.
“Authentication Credentials” means user names, passwords, and other authentication information.
“Beta Services” means services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.
“Customer Data” means the data, information, documents, records, text, content and other materials that you upload, share, post, deliver, provide or otherwise transmit or store using the Services.
“Effective Date” means the date these Terms are entered into by the parties, either by acceptance online or by the signing of an Order Form.
“Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
“Electronic Record” means a contract or other record created, generated, sent, communicated, received, or stored by Electronic means.
“End Users” means users of Customer’s Services account. End Users may include Customer’s and its Affiliate’s employees, consultants, agents, representatives, students, or any other person authorized by Customer to use the Services through Customer’s account.
“End User Account” means an account provisioned by Customer through the Services for an End User.
“End User License” means a user license purchased by Customer which enables Customer to provision an End User Account.
“Export Control Laws” means all applicable export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State.
“Feedback” means any feedback, comments, or suggestions on the Services that Customer or End Users may provide, including any comments or suggestions about our product, offerings, Service or Site that you upload in our forums. Feedback may include oral or written comments, suggestions, error reports, and analysis.
“Fees” means the amounts invoiced to Customer or charged by Morebell in accordance with the Order Form.
“Initial Services Term” means the term for the applicable Services beginning on the Provisioning Date and continuing for the duration set forth on the Order Form.
“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
“Materials” means all of the content on the Service, including the trademarks, service marks, and logos contained on the Service, except for Customer Data.
“NDA” means a non-disclosure agreement template.
“Order Form” means an ordering document, order page, or user interface through which Customer purchases a subscription to, activates, or registers for the Services.
“Provisioning Date” is the date upon which Morebell makes the Services available to Customer.
“Renewal Term” means, unless otherwise agreed to in writing by the Parties, the renewal term of the same duration as the preceding Initial Services Term or previous Renewal Term.
“Service-Specific Terms” means additional terms that apply to certain Services or certain features or portions of the Services, which may be attached to an Order Form or provided when Customer accesses or enables the applicable Services.
“Services” means the Morebell services, which include: (a) the Morebell website (https://www.morebell.com); (b) the communication and information sharing services and related technologies, including the interactive features and features for communication with others, available through the website; (c) other services we make available to you as described in an Order Form; (d) Software; and (e) the Materials.
“Services Term” means the Initial Services Term and all Renewal Terms for the applicable Services.
“Software” means any software provided by Morebell as part of the Services, either directly by Morebell or through third party distribution channels such as app stores.
“Subcontractor” means an entity to whom Morebell subcontracts any of its obligations under the Agreement.
“Sub-processor” means an entity who agrees to process Customer Data on Morebell’s behalf, or on behalf of another Morebell sub-processor, in order to deliver the Services.
“Taxes” means any sales, use, value added, goods and services, consumption, excise, local stamp, or other tax, (including but not limited to ISS, CIDE, PIS, CONFINS), duty or other charge of any kind or nature excluding tax that is based on Morebell’s net income, associated with the Services or Software, including any related penalties or interest.
“Term” means the term of these Terms, which will begin on the Effective Date and continue until the earlier of: (i) the end of all applicable Services Terms; or (ii) the Agreement is terminated as set forth herein.
“Third Party Service” means a third-party service, application, website, or other resource.
“Third Party Materials” means any materials, opinions, goods, or services made available through a Third Party Service.
“Withholding Taxes” mean any income taxes that are imposed on Morebell or Customer’s reseller in which Customer is required by law to withhold or deduct on the payment to Morebell or Customer’s reseller.