Terms of Services

Version 1.0 – July 31, 2022

1. INTRODUCTION

Welcome to Morpheus Labs! Morpheus Labs Pte Ltd (UEN:201723655Z) is a company incorporated in Singapore with a registered office at 75 HIGH STREET, #05-00, THE CO BUILDING, SINGAPORE 179435 (“Morpheus”, “the Company”, "Ourselves", "We", "Our" and "Us"). We operate and manage the website https://morpheuslabs.io and the Solution Environment for Enterprise Development (SEED) platform at https://bps.morpheuslabs.io.

“Solution Environment for Enterprise Development” (SEED) is a platform owned and operated by Morpheus that automates the creation of developer's IDE workspaces with production runtimes including source codes, databases and tools needed to develop, test, deploy, and manage your applications—while taking advantage of the efficiencies of cloud computing. It can be accessed at https://bps.morpheuslabs.io.

These terms and conditions (“Terms”) outline the rules and regulations for the use and access to https://morpheuslabs.io and https://bps.morpheuslabs.io (collectively the “Sites”), and our services including our applications, tools and any other work provided by us (the “Services”).

By accessing the Sites and/or subscribing to the services from us, we assume you (“users”, “subscriber”, "you" and "your") accept these terms and conditions. including those additional terms and conditions and policies referenced herein and/or available by hyperlink. Do not continue to access or use the Sites if you do not agree to take all of the terms and conditions stated on this page.

2. ACCESS AND USE OF THE SITES

2.1 Accessing our Sites
By using and/or accessing the Sites, you hereby agree that:

  • (a) You will comply with all applicable laws and regulatory requirements, including privacy laws and intellectual property laws in using or accessing the Platform.
  • (b) You will not copy, republish, distribute any part of the Sites in any medium without our prior written authorisation;
  • (c) You will not modify, sub-license, sell, lease, loan, or trade any access to the Platform or any data or information on it.
  • (d) You will not use the Sites for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes our rights or the rights of others.
    Notwithstanding any other rights or restrictions in these Conditions, you may not use the Sites to:
    - (i) transmit via or through the Sites any information, data, text, images, files, links or software except in connection with your authorised use of these Sites or otherwise in response to specific requests for information by us,
    - (ii) introduce to the Sites or any other computer or website viruses, worms, Trojan horses and/or harmful code,
    - (iii) hack, bypass or gain unauthorised access into any part of the Sites,
    - (iv) impersonate any other person or falsely state or otherwise misrepresent your affiliation with any person or entity,
    - (v) invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity,
    - (vi) misrepresent the identity of a user or use a false e-mail address,
    - (vii) deeplink from any other website to, or frame on any other website, any or any part of the Sites
    - (viii) conduct fraudulent activities, or
    - (ix) collect or harvest information regarding other users of the Sites for any reason whatsoever, including, without limitation, for sending such users unsolicited commercial e-mail.

2.2 For use of certain Services, additional and/or more specific terms and conditions may be needed for that Services provided. In this case, an additional contract or agreement may be executed and signed separately. Such contract and agreement together with the Terms herewith (together “Agreement”) will constitute a contract between you and Morpheus. Where there is any manifest inconsistency between the provisions of the Terms and the Agreement, the provisions of the Agreement will apply.

2.3 We endeavour to ensure that our Sites are always available, but we do not guarantee that the operation of or access to our Sites and Services will be uninterrupted or continuous. Our Sites and Services may be interrupted for maintenance, repairs, upgrades, network, or failures by Third-Party Service Providers.

2.4 We do not guarantee that our Sites and Services will be free from bugs or viruses.

2.5 We reserve the right to limit your use of our Platform or the Services we provide, including the right to restrict, suspend or terminate your account if we believe you are in breach of these terms or are misusing our Platform or any Services we provide.

3. ACCOUNT AND ACCOUNT SECURITY

In order to use some of our Services such as SEED Platform, you may be required to register an account with us on the Sites. When you create an account with us, you agree to provide us information via the registration form that is accurate, complete, and current. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

You are responsible for all actions or activities that happens by, through or under your account, regardless of whether the activities are authorised by you or undertaken by you, your employees or a third party (including your contractors or agents), and we are not responsible for unauthorised access to your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

4. SUBSCRIPTIONS AND PAYMENTS

Some parts of Service are chargeable and will be billed on a subscription basis (“Subscription”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when you sign up and purchase a Subscription.

Before the end of each Billing Cycle, you will be notified of the pending expiration of your Subscription. You may proceed to renew the Subscription by selecting the desired subscription plan via the Sites or you can let the existing Subscription lapse by not taking further action.

We use third-party payment processing Service provider (the “Payment Services”) to bill you for payment when you sign up a Subscription plan with us and elect to pay via our payment processing. You will be asked to supply certain information relevant to your Subscriptions including, without limitation, your credit card number, the expiration date of your credit card, and your billing address by the Payment Services. The Payment Services may apply additional terms, conditions, and privacy policies of the Payment Services on top of the Terms herewith. We are not responsible for error by the Payment Services. By choosing to a Subscription Plan with us, you agree to make payment using the Payment Services.

We reserve the right to refuse or cancel your subscription order at any time for certain reasons including but not limited to: Services availability, errors in the description or price of the Services, error in your order or other reasons.

We also reserve the right to refuse or cancel your order if fraud or an unauthorised or illegal transaction is suspected.

5. FREE TRIAL

Subscriptions to the Services may begin with a free trial period during which you can try the Services for 30 days from the date you register (“Trial Period”). This is offered at our sole discretion, we reserve the right to modify, cancel and/or limit the Trial Period without notice at any time.

During the Trial Period, you will be granted access to the full functionalities of SEED Platform free of charge until the earlier of the end of the Trial Period or upon you terminating it earlier. Unless you subscribe to a paid plan before the end of the Trial Period, all your data may be permanently deleted at the end of the Trial Period, and we will not recover it.

6. FEE CHANGES

We may, at our sole discretion and at any time, modify the Subscription fees for the Subscriptions as displayed on the Sites. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

7. REFUNDS

Except when required by law, all Subscription fees paid are non-refundable.

8. COOKIES

We employ the use of cookies. By accessing the Sites, you agreed to use cookies in agreement with the Morpheus‘s Privacy Policy.

Most interactive websites use cookies to let us retrieve the user’s details for each visit. Cookies are used by our website to enable the functionality of certain areas to make it easier for people visiting our website. Some of our affiliate/partners may also use cookies.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Ownership.
Unless otherwise stated, Morpheus Labs Pte Ltd and/or its licensors own the intellectual property rights for all material including original content, features, and functionality on the Sites. The Sites and Services are protected by copyright, trademark, and other laws of both Singapore and the foreign countries.

Nothing contained on the Site should be construed as granting by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Site without our written permission. Misuse of any trademarks or any other content displayed on the Site is prohibited.

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes the copyright or other intellectual property infringement ("Infringement") of any person.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, you must submit your notice in writing to the attention of "Copyright Infringement" at [email protected] and include in your notice a detailed description of the alleged Infringement.
You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing your copyright.

9.2 Limited License
Subject to your compliance with the above and applicable law, including payment of fees where applicable, we grant you a non-exclusive, non-transferable, personal, revocable, licence to access and use the SEED platform on our Sites in accordance with the intended purpose of the platform.

9.3 Restricted Use
You may not copy, reproduce, modify, republish, upload, post, transmit, adapt, download, distribute or howsoever deal with any content or material from the Sites in any form or by any means without our prior written permission, and you are solely responsible for obtaining such permission before dealing with any content or material that is available on the Sites.

10. LINKS TO THIRD PARTY SITES

The Sites may contain links to third party websites that are not affiliated with or owned, operated, or controlled by us, including third party payment system providers. You acknowledge and agree that we are not responsible for the content, privacy policies, or practices of such third-party websites or the companies that own them. By using the Site, you expressly relieve us from any and all liability arising from your access and use of any third-party website.

11. REMOVAL OF LINKS FROM OUR SITES

If you find any link on our Sites that is offensive for any reason, you can seek removal of content posted on our Sites, by contacting us. We will endeavour to review such requests and to remove the content and users that we determine should be removed, in our sole discretion and in accordance with the Terms and applicable law. However, by providing a mechanism for the submission of complaints, we make no promises that we will review all such complaints or that we will take any action in response to such complaints. Please be aware, however, that if the content has already been distributed to other websites or published in other media, we will not be able to recapture and delete it. Also, a back-up or residual copy of the content we remove from the Sites may remain on back-up servers.

12. HYPERLINKING TO OUR CONTENT

You agree that you will not to link to our Sites to your web pages without our prior written approval, unless you are government agencies, search engines, news organizations, and Online directory distributors who are not subject this restriction.

All approval shall be sought from us in writing by sending an e-mail to [email protected] Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Sites, and a list of the URLs on our Sites to which you would like to link. Wait 2-3 weeks for a response.

Generally we will approve link requests if we decide that:

  • (a) the link would not make us look unfavourably to ourselves or to our accredited businesses;
  • (b) the organisation does not have any negative records with us;
  • (c) the benefit to us from the visibility of the hyperlink compensates the absence of Morpheus Labs Pte Ltd; and
  • (d) the link is in the context of general resource information.

All links to our home page, to publications or to other Website information:

  • (e) must not in any way deceptive;
  • (f) does not falsely imply sponsorship, endorsement or approval of the linking party and its products and/or services; and
  • (g) fits within the context of the linking party’s site.

13. LIABILITY

None of the information in this Site should be relied upon as legal advice.

Morpheus shall not be responsible for any errors or omissions contained on the Sites or for any interruptions or delays in accessing or using the Sites. Morpheus reserves the right to make changes to the Sites at any time without notice. Mention of any product and services not provided by Morpheus, as well as links to third party sites or information, is provided for informational purposes only and constitutes neither an endorsement nor a recommendation by Morpheus.

Morpheus provides this Sites on an "as is" basis and makes no representations or warranties of any kind with respect to this Sites or its contents and disclaims all such representations and warranties. In addition, Morpheus makes no representations or warranties about the accuracy, completeness, or suitability for any purpose of the information and related graphics published in the Sites. The information contained in the Sites may contain technical inaccuracies or typographical errors. All liability of Morpheus howsoever arising for any such inaccuracies or errors is expressly excluded to the fullest extent permitted by law.

IN NO EVENT SHALL MORPHEUS, INCLUDING ANY OF ITS DIRECTORS, EMPLOYEES OR OTHER RESPRESENTATIVES, BE LIABLE TO YOU AND/OR TO ANY PARTY FOR ANY DAMAGES, EXPENSES, CLAIMS, COSTS OR LOSSES OF ANY KIND, INCLUDING WITHOUT LIMITATION, INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA, (OTHER THAN FOR DEATH OR PERSONAL INJURY RESULTING DIRECTLY FROM YOUR USE OF THE SITES AND/OR SERVICES, CAUSED IN WHOLE BY MORPHEUS’S NEGLIGENCE) ARISING OUT OF ANY LEGAL CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE), YOUR USE OF OR INABILITY TO ACCESS OR USE THE SITES, SERVICES, USER ACCOUNT(S), AND/OR THE CONTENT OF THE HYPERLINKS, INCLUDING BUT WITHOUT LIMITATIONS, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES. ANY CLAIM AGAINST MORPHEUS, INCLUDING ANY OF ITS DIRECTORS, EMPLOYEES OR OTHER RESPRESENTATIVES, SHALL BE LIMITED TO THE FEES PAID TO US DURING A PERIOD OF TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO THE LIABILITY.

14. YOUR PRIVACY

By agreeing to these Terms of Services, you agree to the terms of our Privacy Policy, which is expressly incorporated herein. Before using our Services, please review our Privacy Policy (to hyperlink). All personal information provided to us as a result of your use of our services will be handled in accordance with our Privacy Policy. To the extent there are inconsistencies between these Terms of Services and our Privacy Policy, the Terms prevail.

15. DISCLAIMER

By using and/or accessing the Site, you agree to indemnify, hold harmless and defend us and our officers, directors, and employees from any claims, losses, damages, liabilities, costs and/or expenses, including but not limited to attorneys' fees, arising directly or indirectly from your access of and/or use of this Sites, including without limitation, any claims of infringement of a third party's rights, any assertion and enforcement of our rights under the Terms and any breaches of your obligations under the Terms.

16. TERMINATION

We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension, or any other actions taken by us in connection therewith.

If applicable law requires us to provide notice of termination or cancellation, we may give prior or subsequent notice by posting it on the Sites or by sending a communication to any address (email or otherwise) that we have for you in our records.

You may stop using the Service at any time by removing your Account, or ceasing to use the Services. In such an event, you will not be entitled to any refund of any fees that you have paid prior to you ceasing to use the Service.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

17. GOVERNING LAW

These web site are controlled by Morpheus from its offices in Singapore. All matters relating to your access to, or use of this web site shall be governed by Singapore law.

Any legal action or proceeding relating to you access to or use of this web site shall be instituted in a Singapore Court. You and Morpheus agree to submit to the jurisdiction of, and agree that the venue is proper in these courts in any such legal action or proceeding. You may not access, download, use or export information (including any applications, products or services) contained on this web site in violation of any Singapore Laws or regulations.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. The Terms constitute the entire agreement between us regarding our Services and supersede and replace any prior agreements we might have between us regarding the Services.

18. CHANGES

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. All changes are effective immediately when we post them and apply to all access to and use of our Services thereafter. Any changes to these Terms will be in effect as of the “Last Revised” date referred to at the top of this page. If a revision is material, we will try to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

19. CONTACT US

If you have any questions about our Terms of Services, please contact us at [email protected] .