Morpheus Labs AI/Web3 Innovation Program

Effective Date: 22 April 2024
Company: Morpheus Labs Pte. Ltd.

1. Program Overview

Morpheus Labs (“we”, “our”, “us”) offers the AI/Web3 Innovation Program to eligible users (“you”, “customer”) as part of our MLSEED product suite. This program provides you with access to a segregated Google Cloud Platform (GCP) environment, pre-configured for AI and Web3 development, at preferential discounted rates.

2. Onboarding & Cloud Access

Upon successful onboarding, each customer receives:
- A dedicated GCP project, isolated and secured.
- Direct access to GCP's web console and CLI tools.
- Visibility into real-time usage and billing exports.
Your GCP project is managed under Morpheus Labs’ billing account. You agree to use the resources on a pay-per-use basis, subject to the conditions below.

3. Billing & Payment Terms

3.1 Security Deposit

A one-time, upfront security deposit is required before activating your environment.
This deposit is equivalent to your first month’s estimated usage, as informed by you during onboarding.
The deposit:
- Grants you access to discounted pricing.
- Is fully refundable or creditable at the end of the engagement, provided all dues are cleared.

3.2 Monthly Usage Charges

From the second month onward, you will be billed monthly in arrears, based on your actual consumption.
Charges are calculated based on GCP’s public pricing, minus Morpheus Labs’ applicable discount rate.

3.3 Non-Allowable Usage

You are not allowed to activate any Resource-based Committed Use Discounts (CUDs).
Use of Compute Engine Reservations must be done with a prior written approval from Morpheus Labs.

4. Customer Responsibilities

You are responsible for managing and securing your cloud resources.
You agree to:
- Use GCP services in compliance with Google’s Acceptable Use Policy.
- Not engage in abusive or unlawful use of cloud services.
- Monitor your usage regularly via the GCP console and billing reports.

5. Termination & Refund Policy

Either party may terminate the agreement with 30 days’ written notice.
If you terminate early, any unused deposit may be refunded, less any outstanding charges.
Morpheus Labs reserves the right to suspend access in case of:
- Non-payment.
- Excessive usage beyond your deposit without notice.
- Breach of terms or misuse of the environment.

6. Limitation of Liability

Morpheus Labs will not be liable for:
- Any data loss, service disruption, or indirect damages arising from GCP services.
- Any misconfigurations made by you in your cloud environment.
Morpheus Labs acts only as a facilitator and billing intermediary for GCP usage.

7. Data and Privacy

You retain full ownership of your data and cloud resources.
Morpheus Labs may access project metadata only as needed for billing, support, or compliance purposes.
All data handling is subject to our Privacy Policy and relevant Singapore data protection laws.

8. Governing Law

This agreement is governed by the laws of Singapore, and any disputes shall be subject to the exclusive jurisdiction of the courts of Singapore.

9. Acceptance

By submitting the onboarding request and accepting these Terms and Conditions, you agree to be bound by the above terms as part of your participation in the Morpheus Labs AI/Web3 Innovation Program.