Last updated March 20, 2024.

As used in these Terms, the following capitalized terms have the meanings specified below:

“Account” means the account created by You to use the Services.

“Agreement” means, collectively, these Terms of Service, the Privacy Policy, all Order Forms, and any other applicable rules and policies.

“Antares Systems, Inc.”, “Antares”, “Company”, “We”, “Our”, or “Us” means Antares Systems, Inc. and its subsidiaries and affiliates.

“Code” means the source code that We analyze to provide You with information via the Services.

“Code Data” means the results of Our analysis of Code, which We may provide to You via the Services.

“Content” means all data, code, text, and other information and materials.

“Feedback” means comments, suggestions or other feedback regarding the Services.

“Intellectual Property Rights” means patents, copyrights, trademarks, trade secrets, and other proprietary rights.

“Order Form” means an ordering document specifying the Services to be provided, that is entered into by You and Us.

“Services,” we mean, collectively, the applications, software, products, application programming interfaces and services provided by us on or for use exclusively in connection with the Websites.

“Subscription Period” means the period during which You are permitted to use the Services as specified in an Order Form.

“Term” means the duration of this Agreement as described in Section 7.

“Usage Data” means data We collect about Your use of the Services, as described in Section 4.

“User” or “You” means the individual, company or other legal entity accepting these Terms.

“User Content” means Content that a User uploads, submits, sends, or otherwise provides to or through the Services. User Content includes, without limitation, code, comments, feedback, and any output generated by the User's use of the Services.

“Websites” means any website operated by Us, including morph.so, phorm.ai, and any subdomains or successor sites.

2.1 Responsibility for Account. You are responsible for all activities that occur under Your Account. You must keep Your Account credentials secure. Only You may use Your Account, and a single Account may not be shared by multiple people. You must promptly notify Us of any unauthorized access to or use of Your Account.

If you’re entering into the Agreement on behalf of your Organization, your Organization has administrative control of all Accounts tied to the Organization. You are, or your Organization is, fully responsible for Your Account and all User Content posted under it.

In order to create an Account or use our Services, you must be at least eighteen (13) years old and, in any event, we do not permit any users under thirteen (13) years old to use our Services for any purpose. If we discover that an Account is being used by a user under thirteen (13) years old, we will terminate that Account immediately without notice to you.

2.2 Reservation of Rights. We reserve the right to modify, suspend or terminate the Services, Your Account, or Your access to the Services at any time for any reason without notice to You.

3.1 Ownership. As between the parties, We own all right, title and interest, including all Intellectual Property Rights, in and to the Services, Our Confidential Information, any models or systems We develop using User Content, and any insights, results or output generated through use of the Services. As between the parties, You retain ownership of the User Content You provide.

3.2 Data Collection and Usage. Please refer to our Privacy Policy for information on how we collect, use, and share data in connection with the Services.

3.3 Security. We implement security measures to protect your data, as described in our Privacy Policy. However, no security measures are 100% secure, and we disclaim any liability for unauthorized access or use of your data.

3.3 License Grant to User Content.

a. Public Codebases. By submitting, uploading, or otherwise providing a public or open source codebase and any associated User Content (collectively, "Public User Content") through the Services, you hereby grant to Us a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, perpetual, and irrevocable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display the Public User Content, in whole or in part, including without limitation any code, data, questions, and responses, for any purpose, commercial or otherwise, including without limitation to develop, train, and improve our machine learning models, artificial intelligence systems, algorithms, products, and services.

b. Private Codebases. By submitting, uploading, or otherwise providing a private or proprietary codebase (the "Private Codebase") through the Services, you hereby grant to Us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display (i) your queries and interactions relating to the Private Codebase; (ii) Our Services responses and communications generated in connection with the Private Codebase; and (iii) Our analysis, insights, and data derived from the Private Codebase (collectively, "Private Codebase Derivative Content") to operate, provide, maintain, and improve the Services, including to develop, train, and enhance Our machine learning models, artificial intelligence systems, algorithms, products and services. For the avoidance of doubt, this license to Private Codebase Derivative Content does not grant Us any rights in or to the Private Codebase itself, and We shall not use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform or display the Private Codebase.

c. License Term. The licenses granted in Sections 3.2(a) and 3.2(b) above will continue in effect even after You stop using the Services, as they are necessary for Us to operate the Services, improve Our offerings, and provide a consistent experience to Our users. The licenses granted herein are in addition to, and not in lieu of, any rights that may arise under fair use, fair dealing, or any other applicable laws.

3.4 License to Use Services. Subject to Your compliance with this Agreement, We grant You a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Services solely for Your internal business or personal purposes.

3.5 Feedback. If You provide Us with Feedback, You hereby grant Us a worldwide, non-exclusive, royalty-free, fully paid-up, and perpetual license to freely use such Feedback. If we publicly disclose Your Feedback (such as in a User testimonial on our Websites), You have the right to request that we remove Your Feedback from public visibility, and we will oblige within one week after receipt of a written request.

3.6 Exclusion of Sensitive Information. You understand and accept that (i) the Services are not intended or designed to retain Sensitive Information (as specified herein), and (ii) You are prohibited from utilizing the Services to store or process Sensitive Information. For the purposes of this Agreement, "Sensitive Information" is defined as follows: (i) special categories of data specified in Article 9(1) of the European Union Regulation 2016/679 or any subsequent legislation; (ii) protected health information, as described under HIPAA; (iii) cardholder data or financial account details, such as bank account numbers or other personally identifiable financial data; (iv) social security numbers, driver's license numbers, or other government-issued identification numbers; (v) private encryption keys, passwords, or other authentication credentials; (vi) any information subject to specific legal regulations or protections, including but not limited to the Children's Online Privacy Protection Act or the Gramm-Leach-Bliley Act ("GLBA") and associated rules or regulations; or (vii) any data of a similar nature to the aforementioned categories that is protected under relevant laws. You recognize that the Services and associated functionalities are not designed to fulfill legal requirements for these purposes, including HIPAA and GLBA obligations, and that We do not serve as a Business Associate, as established under HIPAA. Consequently, irrespective of any other provision in this Agreement, We shall not be held responsible for any Sensitive Information processed in relation to Your use of the Services.

3.7 Reservation of Rights. All rights not expressly granted are reserved by Us. You may not use the Services beyond the scope of the license granted in this Agreement.

We may collect Usage Data about Your use of the Services. Usage Data is subject to Our Privacy Policy. We use Usage Data to provide and improve the Services and to develop new products and services. We may use or disclose Usage Data for any purpose, provided it does not identify You or any individual User.

You may not use the Services to:

(a) Upload, transmit or impersonate in a way that violates laws, rights or agreements;

(b) Disguise the origin of any Content;

(c) Infringe on intellectual property rights;

(d) Interfere with or disrupt the Services or connected networks;

(e) Violate applicable laws or regulations, including copyright, trademark, export control or sanction laws;

(f) Exceed the number of Users purchased as defined in the relevant Order Form;

(g) You may not use Our Code Data to train or improve any machine learning models or other artificial intelligence systems;

(h) Copy, modify, decompile, reverse engineer, redistribute, encumber, sell, rent, lease, sublicense or transfer rights to the Services or Code Data without prior written approval; or

(i) Violate our Acceptable Use Policy or the Acceptable Use Policy of any Third Party Providers You use in conjunction with Our Services.

You may not scrape or otherwise automatically record Code, Code Data, Usage Data, or any Content from use of the Services, except where explicitly allowed by our Developer API products.

You are responsible for ensuring your use complies with applicable laws and regulations.

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not disclose it to any third party without prior written consent, except as required by law or court order. "Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was rightfully known to the receiving party before receiving it from the disclosing party; (c) is received from a third party without breach of any obligation owed to the disclosing party; or (d) was independently developed by the receiving party without use of the disclosing party's Confidential Information.

7.1 Term. This Agreement commences on the date You first accept it and continues until terminated in accordance with its terms.

7.2 Subscription Period. Services are provided on a subscription basis for a set term specified in an Order Form. Subscriptions automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other party notice of non-renewal at least 30 days before the end of the relevant subscription term.

7.3 Termination for Cause. Either party may terminate this Agreement for cause if the other party materially breaches the Agreement and fails to cure the breach within 30 days after receiving written notice.

7.4 Effect of Termination. Upon expiration or termination of this Agreement: (a) all rights granted to You will immediately cease; (b) You must promptly discontinue all use of the Services; (c) each party will return or destroy the other party's Confidential Information; and (d) any fees owed to Us will become immediately due and payable. Sections 3.2, 3.4, 6, 9, 10, 11, 13 and 14 will survive expiration or termination of this Agreement.

7.5 Data Retention. We will retain your personal information for as long as necessary to fulfill the purposes outlined in our Privacy Policy, unless a longer retention period is required or permitted by law.

Fees for Services will be specified in an Order Form. Fees are non-refundable except as otherwise specified in this Agreement or an Order Form. Fees are stated exclusive of any taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes. You are responsible for paying any such taxes. We reserve the right to change Our fees upon 30 days' written notice.

WE PROVIDE THE SERVICES "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE, RELIABLE, OR SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ANY DIRECT DAMAGES RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU IN FULL.

You will indemnify, defend and hold harmless Us and Our affiliates, officers, directors, employees, and agents from any claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) Your use of the Services; (b) Your breach or alleged breach of this Agreement; (c) Your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental authority; (d) Your violation of the rights of any third party, including any Intellectual Property Rights; (e) any misrepresentation made by You; or (f) any User Content submitted or uploaded by You. We will provide You with prompt written notice of any such claim, and cooperate with You, at Your expense, in defending the claim. You will have sole control over the defense and settlement of the claim, except that You may not settle any claim against Us unless it unconditionally releases Us from liability.

You may not use or access the Services if You are located in a country embargoed by the United States or if You are on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Parties List. You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list.

13.1 Governing Law. This Agreement is governed by the laws of the State of California without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Class Action Waiver. All claims must be brought in a party's individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. You waive any right to participate in a class action lawsuit or class-wide arbitration.

13.3 Jury Trial Waiver. You waive any right to trial by jury in any action or proceeding arising out of or relating to this Agreement or the Services.

14.1 Notices. All notices must be in writing and addressed to the other party's primary contact or legal department. Notice is treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).

14.2 Assignment. Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that We may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition or sale of all or substantially all of Our assets.

14.3 No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.

14.4 No Waiver. Failure to enforce any provision will not constitute a waiver.

14.5 Severability. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose.

14.6 No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.

14.7 Interpretation. In this Agreement: (a) "including" and similar words are not terms of limitation; (b) terms like "herein" refer to the Agreement as a whole; and (c) references to "Sections" without numerals refer to Sections of these Terms of Service.

14.8 Entire Agreement. This Agreement is the parties' entire agreement relating to its subject matter and supersedes any prior or contemporaneous agreements on that subject matter.

14.9 Amendments. We may amend these Terms from time to time by posting the amended version on Our Website or otherwise notifying You. Your continued use of the Services after the effective date of any amendment constitutes your acceptance of the updated Terms.

14.10 Counterparts. This Agreement may be executed in counterparts, which taken together will constitute one instrument.

14.11 User Rights. You may have certain rights under applicable data protection laws, as described in our Privacy Policy, including the right to access, correct, or delete your personal information.

14.12 Third-Party Links. The Services may contain links to third-party websites or services. We are not responsible for the privacy practices or content of such third parties, as described in our Privacy Policy.

If you have questions or comments about this notice, you may email us at support@morph.so or by post to:

Antares Systems, Inc.
580 Howard Street, Unit 403
San Francisco, CA 94105
United States