Terms of Service
UPDATED: April. 6, 2020
THESE TERMS REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS SEE DISPUTES, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE SEE NO WARRANTY AND LIMITATION OF LIABILITY OF THESE TERMS FOR DETAILS
Please read these terms of service (these “Terms”) carefully as they form a contract between you or the entity you represent (you, your or customer) and the Morro Systems entity listed in Section 19 (CONTRACTING PARTY) of these Terms (“Morro Systems“, “we”, “us”, or “our”) that (i) governs your access and use of the hosted storage solution provided by Morro Systems for online content storage, sharing and processing of files, materials, data, text, audio, video, images or other content (collectively, “Content“); (ii) the Morro Systems websites or applications; and (iii) any written or electronic use or features guides or other documentation provided or made available by Morro Systems(the User Guides”); (iv) Software and Hardware provided or made available by Morro Systems; collectively the Service(s)”. The term “Service(s)” excludes all data storage services such as private cloud or any public cloud object storage services from a cloud provider other than Morro Systems which a third party provides directly to you. These Terms govern your initial purchase as well as any future purchases made by you that reference these Terms. These Terms apply whether your purchases are made directly from us or through our authorized resellers (each, a Reseller).
Software means the software used, provided or made available by Morro Systems for use in connection with the Services. Software includes the Morro Systems Client Software which is that portion of the Software that is installed on Customer’s server, desktop, mobile or other device (for example, mobile apps, desktop apps, and group apps). Software also includes Firmware, Firmware means Morro Systems commercially released machine executable object code version of software for execution on Morro Systems hardware product(s). Software also includes bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Morro Systems Software that Morro Systems makes commercially available (New Releases). Hardware Product(s) means the hardware product(s) provided by Morro Systems, upon which the Firmware is embedded. Ordering Document means the transaction documentation between Customer and Morro Systems or its authorized reseller describing the Products purchased/licensed by Customer, license terms and restrictions and fees described therein. Such Ordering Documents may include a quote with corresponding purchase order, order form, service order, or transaction detail outlined in an electronic commerce website order form.
Hardware Product(s) provided by Morro Systems for use with the Services, as more fully described in the applicable Ordering Document, are governed by a separate End User License Agreement (EULA) and Limited Hardware Warranty agreement.
1. CHANGES TO THESE TERMS
We reserve the right to revise these Terms from time to time. We will date and post the most current version of these Terms on the Morro Data website, www.morrodata.com (the Site). Any changes will be effective upon posting the revised version of these Terms (or such later effective date as may be indicated at the top of the revised Terms). If in our sole discretion, we deem a revision to these Terms to be material, we will notify you via the Service and/or by email to the email address associated with your account. Notice of other changes may be provided via the Site or related Morro Systems blogs. Therefore, we encourage you to check the date of these Terms whenever you visit the Site to see if these Terms have been updated. Your continued access or use of any portion of the Service constitutes your acceptance of such changes, whether or not you have reviewed them. If you do not agree to changes to the Terms, you must stop using the Services and cancel your user account.
2. YOUR PRIVACY
By using the Services or agreeing to these Terms, you consent to Morro Systems’s collection, use and disclosure of Your Content and Data as described in the Privacy Statement.
3. YOUR CONTENT
Our Services allow you to store or share Your Content or receive material from others. Except for material that we license to you, we don’t claim ownership of any Content that is transmitted, stored, or processed in your account(s). Your Content remains Your Content and you are responsible for it. We also don’t control, verify, or endorse the Content that you and others make available on the Service.
Morro Systems doesn’t transmit, access, use, and disclose your Content on the Service unless you grant Morro Systems the right to do so solely to the extent necessary to provide the Service as otherwise permitted by these Terms, or to comply with any request of a governmental or regulatory body (including subpoenas or court orders), as otherwise required by law, or to respond to an emergency which Morro Systems believes in good faith requires Morro Systems to disclose information to assist in preventing the death or serious bodily injury of any person.
To the extent necessary to provide the Services to you and others, to protect you and the Services, and to improve Morro Systems products and services, you grant to Morro Systems a worldwide and royalty-free intellectual property license to use Your Content, for example, to make copies of, retain, transmit, reformat, display, and distribute via communication tools Your Content on the Services.
You represent and warrant that: (a) you have all the rights in the Content necessary for you to use the Service and to grant the rights in this Section; and (b) the storage, use or transmission of the Content doesn’t violate any law or these Terms.
You will: (a) be solely responsible for the nature, quality and accuracy of the Content; (b) ensure that the Content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and claims relating to the Content, including any notices sent to you by any person claiming that any Content violates any person’s rights, such as take-down notices pursuant to the Digital Millennium Copyright Act and any other notices; and (d) maintain appropriate security, protection and backup copies of the Content, which may include, your use of additional encryption technology to protect the Content from unauthorized access.
You acknowledge that you bear sole responsibility for adequate security, protection and backup of your Content on your equipment. Any files stored or backed up on the Service which have been corrupted from viruses, software malfunctions or other causes prior to transmission will be restored in the same condition as they were upon transmission to the Service and therefore may not be usable due to such corruption. Without limiting the generality of Section 16 No Warranty or Section 17 Limitation of Liability, Morro Systems will have no liability to you for any unauthorized access to, or use, alteration, corruption, deletion, destruction or loss of or failure to store or encrypt any Content.
We provide functions that allow you to control who may access your Content. If you enable the features that allow you to share the Content with other people, you understand that they may be able to, on a worldwide basis, use, save, record, reproduce, transmit, display your Content without compensating you. If you do not want others to have that ability, do not use the Services to share Your Content
You must immediately notify Morro Systems in writing of any unauthorized use of: (a) any Content (b) any account; or (c) the Service that comes to your attention. In the event of any such unauthorized use by any third party that obtained unauthorized access through you, you will take all steps necessary to terminate such unauthorized use. You will provide Morro Systems with such cooperation and assistance related to any such unauthorized use as Morro Systems may reasonably request.
Morro Systems will promptly handle and resolve any notices and claims from a third party claiming that any Content violates that party’s rights, including regarding take-down notices pursuant to the Digital Millennium Copyright Act (DMCA).
The use of user content by Morro Systems will not impose any obligation upon Morro Systems to pay any kind of monetary contribution including license fees, dues or otherwise to any third party, in particular collecting societies.
Your agree to indemnify and hold harmless Morro Systems from any loss, damage, liability or expense incurred by Morro Systems as a result of any breach of your representations, warranties, covenants or obligations under these terms and conditions.
Submissions. If you send or post certain specific submissions at our request (e.g., via message boards or in connection with contests) or if you send us creative suggestions, ideas, notes, photographs, drawings, concepts, or any other information (each, a “Submission” and collectively, the “Submissions”), the Submission will be treated as non-confidential and non-proprietary in each instance. “Submissions” are separate and apart from User Content. We will own all right, title, and interest in and to the Submissions you provide to us or our affiliates, even if you have designated the Submissions as confidential. We and our affiliates will be entitled to use the Submissions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Submissions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Submissions.
4. CONTENT STORED IN THE UNITED STATES
The Service is provided from the United States. By using and accessing the Service, you understand and consent to the storage and processing of the Content and any other personal information in the United States. Morro Systems reserves the right to store and process personal information outside of the United States.
5. ACCESS TO THE SERVICE
You may use the Service, on a non-exclusive basis, solely in strict compliance with these Terms and all applicable laws.
6. ACCEPTABLE USE
By agreeing to these Terms, you’re agreeing that, when using the Services you are responsible for your conduct and that when using the Services, you will follow and adhere to our Acceptable Use Policy.
Enforcement. If you violate these Terms, we may stop providing Services to you or we may close your account. When investigating alleged violations of these Terms, Morro Systems reserves the right to review Your Content in order to resolve the issue. However, we cannot monitor the entire Services and make no attempt to do so.
Morro Systems reserves the right, in its sole discretion, to deactivate, change and/or require you to change your Morro Data account ID and any custom team URLs, custom links, or vanity domains you may obtain through the Services for any reason or for no reason. Morro Systems may exercise such right at any time, with or without prior notice. We will make all judgments concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right, in our sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a instance will not dictate or limit our response to a future complaint. We will not assume or have any liability for any action or inaction with respect to any Content.
7. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION
By registering with Morro Systems, you acknowledge and understand that we may send you communications or data regarding the Services using electronic means. These may include, but are not limited to: (a) notices about your use of the Services, including any notices concerning violations of use; (b) updates; (c) promotional information and materials regarding Morro Systems’ products and services and (d) We provide you the opportunity to opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message.
However, even if you opt-out, you understand that we may continue to provide you with required information by e-mail at the address you specified when you signed up for the Services or via access to a website that we identify. Notices we e-mail to you will be deemed given and received when the e-mail is sent. If you don’t agree to receive required notices via e-mail, you must stop using the Services.
8. USING THE SERVICES & SUPPORT
To obtain access to certain Services, you may be required to acquire a Morro Storage Gateway device (Morro CacheDrive) and to obtain an account with Morro Data service (become a “Registered User“), by completing a registration form and designating a user email and password. Until you apply for and are approved for an account your access to the Service will be limited to the areas of the Service, if any, that Morro Systems makes available to the general public. When registering with Morro Systems you must: (a) provide true, accurate, current and complete information about yourself as requested by the Morro Cloud Manager Sign up form (such information being the “Registration Data“); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Morro Systems may deny approval or withdraw such approval at any time in its sole discretion, with or without cause.
If you purchased and deployed Morro Storage Gateway(s) and registered the Service with your Morro Account, you become the Business Administrator of the Morro Systems Service. The registered team portal sub-domain, and the primary email address associated with your account is owned by an organization, your account becomes subject to the commercial relationship between Morro Systems and such organization.
Only you may use your Morro Systems account as Business Administrator. You must keep your account and passwords confidential and not authorize any third party to access or use the Business Administrator Service on your behalf, unless you followed the provided business admin transfer mechanism for such use. Morro Systems will not be liable for any loss or damage arising from any unauthorized use of your accounts.
If a third party such as an IT contractor, or a managed service provider purchased the Morro Gateway and registered the Morro Account for you and then gave you your account, that party may: manage your account, reset your password, suspend or cancel your account, and view your account usage and profile data.
You are fully responsible for all activities that occur in connection with your use of your Passwords. Without limiting the foregoing, you are responsible for all charges applicable to data and information transmitted to and stored under your account on the Service.
Service Availability. The Services, Third-Party Apps and Services, or material or products offered through the Services may be unavailable from time to time, may be offered for a limited time, or may vary depending on your region or device. If you change the location associated with your Morro Systems account, you may need to re-acquire the material or applications that were available to you and paid for in your previous region. We strive to keep the Services up and running; however, all online services suffer occasional disruptions and outages, and Morro Systems is not liable for any disruption or loss you may suffer as a result. In the event of an outage, you may not be able to retrieve Your Content or Data that you’ve stored. We recommend that you regularly backup Your Content that you store on the Services or store using Third-Party Apps and Services.
Additional Equipment/Data Plans. To use many of the Services, you’ll need an internet connection and/or data/cellular plan with access speed sufficient for the Services. You are responsible for providing all connections, plans, and/or equipment needed to use the Services and for paying the fees charged by the provider(s) of your connections, plans, and equipment. Those fees are in addition to any fees you pay us for the Services and we will not reimburse you for such fees. Check with your provider(s) to determine if there are any such fees that may apply to you.
Service Notifications. When there’s something important to tell you about a Service you use, we’ll send you Service notifications to the email associated with your Morro Systems Services account. If you gave us your phone number in connection with your account, then we may send Service notifications to you via SMS (text message), including to verify your identity before registering your mobile phone number. Data or messaging rates may apply when receiving notifications via SMS.
Support. Morro Data reserves the right to deny support should the customer be unwilling or unable to provide SSH access to the CacheDrive (gateway) device. Customer support is available at https://support.morrodata.com/support/home
9. SERVICE UPDATES AND MAINTENANCE
Morro Systems reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at any time, including but not limited to, changing its cloud providers, hours of availability, equipment needed for access or use, and the type of files that can be stored. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.
We may automatically check your version of the software and download software updates or configuration changes. You may also be required to update the software to continue using the Services. Such updates are subject to these Terms unless other terms accompany the updates, in which case, those other terms apply. Morro Systems isn’t obligated to make any updates available and we don’t guarantee that we will support the version of the system for which you licensed the software.
To gather information for service enhancement, resolve support tickets and analyze and track system performance, we gather log files and other system information. We may log into the provided hardware and software for diagnostics purposes, problem resolution and to update the software.
Additionally, there may be times when we need to remove or change features or functionality of the Service or stop providing a Service or access to Third-Party Apps and Services altogether. Except to the extent required by applicable law, we have no obligation to provide a re-download or replacement of any material, Digital Goods (defined in section 14(k)), or applications previously purchased. We may release the Services or their features in a beta version, which may not work correctly or in the same way the final version may work.
These Terms will commence on the Effective Date and will remain in effect until terminated by us in accordance with Section 11 or cancelled by you in accordance with Section 12.
11. SUSPENSION AND TERMINATION OF USE OF THE SERVICE
We reserve the right, to temporarily suspend or terminate your access to the Service at any time in our sole discretion, with or without cause, with or without notice, and without incurring liability of any kind, e.g. we may suspend or terminate your access to or use of the Service for: (a) the actual or suspected violation of these Terms; (b) the use of the Services in a manner that may cause Morro Systems to have legal liability or disrupt others’ use of the Services; (c) the suspicion or detection of any malicious code, virus or other harmful code by you or in your account; (d) scheduled downtime and recurring downtime; (e) unplanned technical problems and outages; (f) the Service is being used in violation of applicable federal, state or local law or ordinance (g) an order of a court or other governmental agency prohibiting us from providing the Service; (h) a denial of service attack or any other event which Morro Systems reasonably determines may create a risk to the Service or to any other customers if the Service were not suspended; or (i) a security incident or other disaster that impacts the Service or the security of your Content or any other data stored with such Service.
In the event of any such suspension, limitation or termination of access, Morro Systems shall notify you of the reason for such suspension limitation, or termination of access. Morro Systems shall promptly take all reasonable measures to correct any conditions within its control that cause or contribute to the need for such suspension or limitation, and any such suspension or limitation shall last only for so long as the condition justifying it continues to exist.
If, in Morro Systems determination, the suspension might be indefinite and/or Morro Systems has elected to terminate your access to the Service, Morro Systems will use commercially reasonable efforts to notify you through the Service and/or by email to the email address associated with your account. You acknowledge that if your access to the Service is suspended or terminated, you may no longer have access to the Content that is stored with the Service.
Upon termination you remain responsible for all fees and charges you have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination;
Upon termination by Morro Systems, all your rights to use or access the Services will cease. For termination reasons other than cause, for thirty (30) days following the expiration or termination of these Terms or the applicable subscription term for which you have paid, and subject to your prior written request, which you must make such request with five (5) days following termination by contacting Morro Systems customer support, we will grant you with limited access to the Services solely for purposes of your retrieval of the Content conditioned on Morro Systems receipt of all applicable fees for the period following termination, payment in full of any other amounts owed, and your compliance with such reasonable terms and conditions and additional fees as Morro Systems may establish with respect to such retrieval or transfer. After that Thirty (30) day period, any Content you have stored with the Service will not be retrievable, and we will have no obligation to maintain any data stored in your account.
In addition to other termination provisions, if your account is currently subject to a paid subscription plan with us, we at our discretion may terminate your account if: (a) you did not register your account with a valid payment or (b) you do not pay your subscription within seven (7) days of your last billing cycle end date. In the event of such termination, any Content you may have stored will be lost.
12. PAYMENT TERMS
Purchases through Resellers. If you purchase Services through a Reseller, you owe payment to the Reseller as agreed between you and the Reseller, and the payment terms described in this Section will not apply to you. You acknowledge, however, that we may terminate your rights to use the Services and discontinue Services if we do not receive our corresponding payment from the Reseller.
If you purchase a Service other than through a Reseller, then these payment terms apply to your purchase and you agree to them.
Fees. The fees applicable for the Service (“Fees“) are available on the Site and/or in Morro Systems then-current published price list. The price stated for the Service excludes all taxes and charges, unless stated otherwise. You’re responsible for any taxes and for all other charges incidental to using the Services (for example, data charges and currency exchange settlements). You will pay the Fees in the currency Morro Systems quoted for your account. Morro Systems reserves the right to change the quoted currency at any time.
Payment processing Morro Systems may make available to you various payment processing methods to facilitate the purchase of products through the Services. You agree to abide by any relevant Terms of Service or other legal agreement, whether with Morro Systems or a third party, that governs your use of a given payment processing method. You agree that Morro Systems reserves the right to add or remove payment processing methods at its sole discretion and without notice to you.
Your Billing Account. You agree that you will pay for all products you purchase through the Services, and that Morro Systems may charge your credit card for any purchases through your account (Payment Method). YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING MORRO SYSTEMS WITH A VALID CREDIT CARD OR OTHER PAYMENT PROCESSING ACCOUNT DETAILS FOR PAYMENT OF ALL FEES. All fees will be billed to the credit card you designate during the registration process. If you want to designate a different credit card or if there is a change in your credit card, you must change your information online, which may temporarily disrupt your access to the Services while Morro Systems verifies your new payment information. You can access and change your billing information at any time signing into your Service billing administrator account. Changes made to your billing account will not affect charges we submit to your billing account before we could reasonably act on your changes to your billing account.
If you tell us to stop using your payment method and we no longer receive payment from you for the paid Service, we may cancel that Service. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request.
Billing. By entering the Payment Method information when creating a billing account for the Service(s), you (i) represent that you are authorized to use the Payment Method that you provided and that any payment information you provide is true and accurate; (ii) authorize Morro Systems to charge you for the Services using your payment method; and (iii) authorize Morro Systems to charge you for any paid feature of the Services and all charges incidental to using the Services that you choose to sign up for or use while these Terms are in force. We may bill you (a) in advance; (b) at the time of purchase; (c) shortly after purchase; (d) in arrears or (e) on a recurring basis for subscription Services. Also, we may charge you up to the amount you have approved, and we will notify you in advance of any change in the amount to be charged for recurring subscription Services. We may bill you at the same time for more than one of your prior billing periods for amounts that haven’t previously been processed. The Services are paid for the billing period selected (monthly, annually or otherwise) and are non-refundable. This includes Accounts that are renewed.
Except as prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1.5 percent of the unpaid amount each month or the maximum rate permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel your Service if you fail to pay in full on time.
Recurring Payments. When you purchase the Services on a subscription basis (e.g., monthly, every 3 months or annually (as applicable)), you acknowledge and agree that you are authorizing recurring payment, and payments shall be made to Morro Systems by the payment method you have chosen at the recurring intervals chosen by you, until the subscription for that Service is cancelled by you, in accordance with these terms, or Morro Systems terminates it. You will be billed monthly for the Monthly Subscription Plan on or about the same day each month until such time that you cancel your Monthly Subscription Plan.
By authorizing recurring payments, you are authorizing Morro Systems to process such payments as charges to your designated account (in the case of credit card or similar payments) (collectively, “Electronic Payments”). Subscription fees and incidental charges are billed or charged in advance or arrears of the applicable subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, Morro Systems or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee and to process any such payment as an Electronic Payment.
Fees for Upgrade. If you upgrade or expand consumption of the Services (for example, by adding devices to or obtain, access or use additional storage, features or functionality of the Services) (collectively referred to as a Service Upgrade), additional fees may be due at Morro Systems then-current pricing. If additional fees are due, those fees will be charged to your Payment Method on a pro-rata basis at the next billing cycle in which the Service Upgrade occurred.
Fee Increases. We may change the price of the Services at any time and the Services do not provide price protection or refunds in the event of a price reduction or promotional offering. We will notify you in advance, either through a posting on our website or by email to the address you have most recently provided to us, if we increase Fees or institute new charges or fees. Any increase in Fees will take effect at the beginning of the next renewal subscription term or support period, as applicable. If you don’t agree to these changes, you must cancel and stop using the Services.
Online Statement and Errors. Morro Systems will provide you with an online billing statement on the Services account management website, where you can view and print your statement. This is the only billing statement that we provide. If we make an error on your bill, you must tell us within 60 days after the error first appears on your bill. We will then promptly investigate the charge. If you do not tell us within that time, you release us from all liability and claims of loss resulting from the error and we won’t be required to correct the error or provide a refund. If Morro Systems has identified a billing error, we will correct that error within 90 days.
Refund Policy. Unless otherwise provided by law or by a particular Service offer, all purchases are final and non-refundable. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply.
Taxes. Fees are exclusive of Taxes and you will pay or reimburse Morro Systems for all Taxes arising out of these Terms, whether assessed at the time of your purchase or are thereafter determined to have been due. For purposes of these Terms, Taxes means any sales, use and other taxes (other than taxes on Morro Systems income), export and import fees, customs duties and similar charges applicable to the transactions contemplated by these Terms that are imposed by any government or other authority. You agree to promptly provide Morro Systems with legally sufficient tax exemption certificates for each taxing jurisdiction for which you claim exemption.
Canceling the Services. You may cancel a Service at any time, with or without cause. To cancel a Service you must call or contact customer support firstname.lastname@example.org at least Fifteen (15) business days prior to the renewal date. You may lose access to and use of your account when you cancel the Services. If you cancel, your access to the Services ends at the end of your current Service period or, if we bill your account on a periodic basis, at the end of the period in which you canceled. You agree to pay all fees and charges for the subscription, nonrecurring charges, one-time purchases, taxes, fees, surcharges, and assessments applicable to the Service, associated equipment, installation and maintenance, and including all usage and other charges associated with your account
Trial-Period Offers. If you are taking part in any trial-period offer, you must cancel the trial Service(s) by the end of the trial period to avoid incurring new charges, unless we notify you otherwise. If you do not cancel the trial Service(s) by the end of the trial period, we may charge you for the Service(s). We reserve the right to charge you for such Services (at the normal rate) in the event that we determine (in our reasonable discretion) that you are breaching the terms and conditions of the offer.
Payments to You. If we owe you a payment, then you agree to timely and accurately provide us with any information we need to get that payment to you. You are responsible for any taxes and charges you may incur as a result of this payment to you. You must also comply with any other conditions we place on your right to any payment. If you receive a payment in error, we may reverse or require return of the payment. You agree to cooperate with us in our efforts to do this. We may also reduce the payment to you without notice to adjust for any previous overpayment..
If you receive Software from us, its use is governed in one of two ways: If you’re presented with license terms that you must accept in order to use the Software , those terms apply; if no license is presented to you, these Terms apply. We reserve all other rights to the Software.
Any Software is licensed, not sold. Unless we notify you otherwise, the Software license ends when your Service ends. You must then promptly uninstall the Software, or we may disable it. You must not work around any technical limitations in the Software .
Sometimes you’ll need software updates to keep using the Services. We may automatically check your version of the Software or configuration changes. You may also be required to update the Software to continue using the Services. We may also automatically download to your computers or Morro Gateway devices new versions of the Software. Such updates are subject to these Terms unless other terms accompany the updates, in which case, those other terms apply. Morro Systems isn’t obligated to make any updates available and we don’t guarantee that we will support the version of the system for which you licensed the software.
Certain components of the software for the Services may be subject to the GNU General Public License (“GPL”) or other open source licenses, including LGPL, Simplified BSD, Apache/BSD, MIT, MIT/X, LGPL2.1+, ZLIB, ICU, among others (Open Source Software). You are free to use, modify and distribute Open Source Software that is subject to the GPL so long as you comply with the GPL (available at https://www.gnu.org/copyleft/gpl.html. For clarification, these Terms and Conditions do not limit your rights under, or grant you rights that supersede, the license terms of any applicable Open Source Software.
14. THIRD PARTY SERVICES AND CONTENT
All transactions using Morro Systems’s services are between the transacting parties only. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole; you acknowledge that we are not responsible for such content or services. We may also provide some content to you as part of the Services. However, Morro Systems is not an agent of any transacting party, nor or we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. Morro Systems shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our breaches.
15. MORRO SYSTEMS PROPRIETARY RIGHTS
As between Morro Systems and Customer, Morro Systems or its licensors own and reserve all right, title and interest in and to the Services (including all hardware, software and other items used to provide the Services) and Materials, including all intellectual property rights in any of the foregoing. No title to or ownership of any proprietary rights related to the foregoing is transferred to Customer or any User pursuant to these Terms or any transaction contemplated by these Terms. Morro Systems reserves all rights not explicitly granted to Customer. Morro Systems is free to use any comments, suggestions, recommendations, and other feedback you provide with respect to the Services for any purpose, without obligation.
Morro Systems may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Services. Unless Morro Systems has granted Customer licenses to our intellectual property in these Terms, providing Customer with the Services does not give Customer any license to Morro Systems intellectual property. Any rights not expressly granted herein are reserved by Morro Systems.
16. NO WARRANTY
YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE AND SERVICE, INCLUDING ALL CONTENT CONTAINED THEREIN OR ACCESSED THEREBY, IS PROVIDED ON AN AS IS AND WITH ALL FAULTS BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE SOFTWARE AND SERVICE IS AT YOUR SOLE RISK AND DISCRETION. TO THE EXTENT NOT PROHIBITED BY LAW, MORRO SYSTEMS AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE SOFTWARE AND SERVICE, WHETHER ORAL, EXPRESS, IMPLIED OR STATUTORY, AND WHETHER ARISING BY LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE OF THE PARTIES, OR THE NATURE OR CONTEXT OF THESE TERMS, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, MORRO SYSTEMS AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SOFTWARE OR SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE SOFTWARE OR SERVICE WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE, FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR ERROR-FREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE SOFTWARE OR SERVICE WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED OR THAT THE SOFTWARE OR SERVICE WILL BE MAINTAINED. YOU ACKNOWLEDGE THAT THE SOFTWARE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE PERFORMANCE OF, USE OR MISUSE OF, FAILURE OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY, THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY, OR ENVIRONMENTAL DAMAGE. MORRO SYSTEMS AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE SOFTWARE OR SERVICE WILL BE COMPATIBLE OR INTEROPERABLE WITH YOUR DEVICE OR ANY OTHER PIECE OF HARDWARE, SOFTWARE, EQUIPMENT OR DEVICE INSTALLED ON OR USED IN CONNECTION WITH YOUR DEVICE. FURTHERMORE, YOU ACKNOWLEDGE THAT COMPATIBILITY AND INTEROPERABILITY PROBLEMS CAN CAUSE THE PERFORMANCE OF YOUR DEVICE TO DIMINISH OR FAIL COMPLETELY, AND MAY RESULT IN PERMANENT DAMAGE TO YOUR DEVICE, LOSS OF THE DATA LOCATED ON YOUR DEVICE, AND CORRUPTION OF THE SOFTWARE AND FILES LOCATED ON YOUR DEVICE. YOU ACKNOWLEDGE AND AGREE THAT MORRO SYSTEMS AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSSES SUFFERED, RESULTING FROM OR ARISING IN CONNECTION WITH COMPATIBILITY OR INTEROPERABILITY PROBLEMS. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE BURDEN OF ALL NECESSARY EXPENSES, SERVICING, REPAIR, OR CORRECTION. THIS SECTION NO WARRANTY SHALL SURVIVE TERMINATION OF THESE TERMS.
17. LIMITATION OF LIABILITY
EXCEPT TO THE EXTENT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL MORRO SYSTEMS, ITS COLLABORATORS, SUPPLIERS OR LICENSORS, NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE FOR ACCIDENTS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH OR RELATING TO THE SALE OR DISTRIBUTION OF, THE PERFORMANCE OR NON-PERFORMANCE, OR YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE OR SERVICE, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MORRO SYSTEMS’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE GREATER OF (i) THE FEE YOU PAID FOR YOUR INITIAL MONTH’S SUBSCRIPTION TO THE SERVICE; (ii) THE AGGREGATE AMOUNT YOU PAID TO MORRO SYSTEMS FOR THE SERVICE DURING THE ONE MONTH PRECEDING THE DATE THAT THE CLAIM ARISES; OR (iii) TWO DOLLARS ($2.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THIS SECTION LIMITATION OF LIABILITY SHALL SURVIVE TERMINATION OF THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Morro Systems, its officers, directors, employees, and agents, against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content provided by you, or your use of the Services, in breach of these Terms: (a) infringes any patent, trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Morro Systems actions) or (b) violates applicable law or these Terms. Morro Systems will provide you with notification of any such claim or demand that is subject to your indemnification obligation.
19. CONTRACTING PARTY
You are contracting with Morro Systems, Inc. with an address at 39899 Balentine Drive, Suite 200 Newark, CA 94560 USA.
20. GOVERNING LAW
To the extent possible under your local law, these Terms and the relationship between You and Morro Systems will be governed by the laws of the State of California without regard to its conflict of law provisions. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California. The United Nations Convention for the International Sale of Goods does not apply to these Terms.
Disputes Informal Resolution. Before filing a claim, you agree to try to resolve the dispute informally by contacting email@example.com. If a dispute is not resolved within thirty days of notice, you or Morro Systems may bring a formal proceeding.
We Both Agree To Arbitrate. You and Morro Systems agree to resolve any claims relating to these Terms or the Services through final and binding arbitration, rather than in court, except as set forth under Exceptions to Agreement to Arbitrate below.
The Federal Arbitration Act and federal arbitration law apply to these Terms. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to Morro Systems Inc., Attn: Legal Department, 48377 Fremont Boulevard, Suite 117, Fremont, California 94538, USA. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. We will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or at a mutually agreed location. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND MORRO SYSTEMS ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Exception to Arbitration. Notwithstanding the foregoing either you or Morro Systems may assert claims, if they qualify, in a small claims court in Santa Clara (CA) or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Santa Clara County, California to resolve your claim.
You may provide legal noticed to us via email to firstname.lastname@example.org, with a duplicate copy sent via registered mail, return receipt requested, to the following address: Morro Systems Inc., Attn: Legal Department, 39899 Balentine Drive, Suite 200 Newark, CA 94560 USA. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.
Claims regarding infringement of intellectual property rights and other rights. Morro Systems may respond to notices of alleged copyright infringement or violation of other laws in accordance with applicable law and may terminate, suspend or block access (either temporary or permanently) to accounts of Users who repeatedly infringe copyright laws or violate other applicable law.
23. SEVERABILITY; ENTIRE AGREEMENT
These Terms apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Service. These Terms create no third party beneficiary rights. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other services, affiliate services, third-party content or third-party software.
Miscellaneous. This section, and sections on Payment terms (for amounts incurred before the end of these Terms), Contracting party, Choice of Law and Forum for Resolving Disputes, No Warranties, Limitation of Liability, Indemnification, Binding Arbitration, Content, Taxes, DMCA, Severability, and those that by their terms apply after the Terms end will survive any termination or cancellation of these Terms.
24. ASSIGNMENT AND TRANSFER
Morro Systems may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign these Terms or your rights and obligations under them, in whole or in part, to any third party without our prior written consent, and any attempt by you to do so will be invalid.
25. INDEPENDENT CONTRACTORS; NO THIRD-PARTY BENEFICIARIES
Morro Systems and you are not legal partners or agents; instead, our relationship is that of independent contractors. This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.
26. FORCE MAJEURE
Morro Systems is not liable or responsible for any failure to perform, or delay in performance of any of Morro Systems obligations under these Terms that is caused by events outside Morro Systems reasonable control (“Force Majeure Event”), in particular (without limitation) (a) unavailability of public or private telecommunication networks (b) acts, decrees, legislation, regulations or restrictions of any government or (c) strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attacks or threats of terrorist attacks, war (whether declared or not) or any natural disaster.
Morro Systems performance under these Terms is deemed to be suspended for the period that Force Majeure Event continues, and Morro Systems will have an extension of time for performance for the duration of that period.
Claims must be filed within one year. You must bring any claim related to these Terms or the Service within one year of the date you could first bring the claim, unless your local law requires a longer time to file claims. If it isn’t filed in time, the claim is permanently barred.
Claims must be filed within one year. You must bring any claim related to these Terms or the Service within one year of the date you could first bring the claim, unless your local law requires a longer time to file claims. If it isn’t filed in time, the claim is permanently barred.
The failure of either party to insist upon or enforce strict performance of any of the provisions of these Terms or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.
29. EXPORT CONTROL; LAWFUL USE
You may not export or re-export the Software or Services except as authorized by United States law and the laws of the jurisdiction(s) in which the Software or Services was obtained. You represent and warrant that You are not located and will not use the Software or Services in any country that is (a) subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist supporting country, or (b) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. You may not use the Software or Services in any manner or for any purpose prohibited (a) by United States law, regardless of where You use the App, or (b) by local law, in the jurisdiction(s) in which You use the Software or Services.
30. US GOVERNMENT USE
If you are a U.S. government entity, you acknowledge that any Software and Users Guides that are provided are “Commercial Items” as defined at 48 C.F.R. 2.101, and are being are being licensed to U.S. government end users as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
31. NO RIGHT OF SURVIVORSHIP AND NON-TRANSFERABILITY
You agree that your account is nontransferable and any rights to your ID or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.
32. THE SECTION TITLES
The section titles in these Terms are for convenience only and have no legal or contractual effect.
33. COPYRIGHT COMPLAINTS AND REMOVAL POLICY (DMCA)
Morro Systems does not tolerate content that appears to infringe any copyright or other intellectual property rights or otherwise violates these Terms and will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us. Refer to our DMCA policy (DMCA) for submitting a DMCA notice per Federal Law requirements. Such notices can be reported by sending us a notice to email@example.com. We reserve the right to delete or disable Content alleged to violate these Terms and to terminate repeat infringers.
34. INTELLECTUAL PROPERTY NOTICES
All contents of the Morro Gateway device, the Site and Services including but not limited to design, text, software, firmware, technical drawings, configurations, graphics, other files, and their selection and arrangement are: Copyright Morro Systems, and/or the proprietary property of its suppliers, affiliates, or licensors. All Rights Reserved.
Morro Systems and the Morro Systems logo, Morro Data and the Morro Data logo, Morro Cloud, Morro CacheDrive, xCache, xCache Expansion are including without limitation, either trademarks, service marks or registered trademarks of Morro Systems, Inc., and may not be copied, imitated, or used, in whole or in part, without Morro Systems prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.
Morro Systems may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Service. Unless we have granted you licenses to our intellectual property in these Terms, our providing you with the Service does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.
35. COVERED SERVICES
The following products, apps and services are covered by the Morro Systems Services Agreement, but may not be available in your market.
- Morro Data (morrodata.com)