Unless expressly agreed in writing, these Terms & Conditions of Use (hereinafter "TCU") govern the relationship between Morphean SA (hereinafter "MORPHEAN) and their clients (hereinafter "Client") who subscribe to a service provided by MORPHEAN.
2 Acceptance of terms & conditions
By using the products, software and services of MORPHEAN (collectively termed "Services"), the Client explicitly accepts these terms and conditions and agrees to abide by them.
3 Use of Services
The Client agrees to use the Services solely for purposes authorised by the TCU and by the relevant legal requirements.
The Client is not authorised to access (or attempt to access) the Services, or any part of them, by any means other than via the interface provided by MORPHEAN.
The Client agrees not to engage in any activity that interferes with or disrupts the Services.
The Client agrees not to reproduce, duplicate, copy, sell, trade or resell the Service for any purposes whatsoever.
The Client is solely responsible for backing up their data.
The Client is responsible for all use of the service taking place on their account, even if by unauthorised third parties. In particular, the Client is responsible for the content of all messages and presentations that are transmitted or broadcast via the service, whether by the Client or a third party.
The Client must use the services in accordance with applicable Swiss and international laws and regulations. It is forbidden to use the provided Services to commit or facilitate criminal acts. The Client must take appropriate and necessary measures to prevent any criminal use by employees or household members.
MORPHEAN draws the Client's attention to the law as it applies to video surveillance and data protection. The Client is solely responsible for compliance with these legal requirements and their proper application. MORPHEAN explicitly disclaims any responsibility in this regard.
MORPHEAN is committed to providing its services with the utmost care and implements the technologies needed to ensure quality and availability of service. MORPHEAN may use third parties to provide the service. Access and uninterrupted service are not guaranteed.
MORPHEAN does not guarantee breakdown-free service. In particular, it cannot guarantee that the Client will be able to connect to the service at all times. MORPHEAN reserves the right to interrupt access in order remedy faults, for maintenance, in order to introduce new technologies or for similar purposes. In particular, MORPHEAN cannot be required to provide an alternative service or compensation in cases where the service could not be provided.
MORPHEAN assures service maintenance. Any defects must be communicated to the email address provided for this purpose. MORPHEAN takes steps to remedy defects during normal working hours, except when circumstances beyond control prevent this. Normal working hours are considered to run from 08h00 to 17h00 from Monday to Friday excluding statutory national and cantonal holidays. The Client bears the cost of reparation if the defect is due to their equipment, installation, misuse or any other cause attributable to the Client.
The Client agrees to be responsible for any breach of obligations under the TCU and for the consequences thereof (including any loss or damage suffered by MORPHEAN). The Client explicitly acknowledges that MORPHEAN shall not be liable to the Client or to any third party in this respect and discharges MORPHEAN of all responsibility.
4 Account and Password Security
The Client must assure confidentiality of all access data (username and password) and protect them from any abusive use by unauthorised persons. The Client shall bear all risks arising from the disclosure of their access data or those of their representatives.
The Client bears all the consequences arising from the use (including abusive use) of their own access data or those of their representatives, including possible damages suffered by MORPHEAN. In particular, the Client is responsible for all activity carried out on their account.
The Client acknowledges and agrees that MORPHEAN possesses total property rights relating to the Services, including all intellectual property rights relating to the Services.
The Client further acknowledges that the Services may contain information that is designated confidential by MORPHEAN and that the dissemination of such information without the prior consent of MORPHEAN is expressly prohibited.
Nothing in the TCU gives the Client the right to use the trade names, trademarks, service marks, logos, domain names or any other distinctive signs of MORPHEAN.
6 MORPHEAN Licence
MORPHEAN grants the Client a non-transferrable, non-exclusive global licence to use software provided by MORPHEAN in the context of its Services (hereinafter "Software").
This licence is destined solely to allow the Client to use and benefit from the Services provided by MORPHEAN, in accordance with the TCU.
Unless otherwise stated, MORPHEAN grants the Client a licence for an initial period of 36 months, tacitly renewable year-on-year, unless terminated with a notice period of three months before the end of the contractual year.
It is expressly forbidden for the Client, or any third party authorised by the Client, to copy, modify, create a derivative product, dismantle, effect reverse engineering, decompile or otherwise attempt to extract the source code of any or part of the Software.
The Client is not authorised to cede or sub-license their rights to use the Software, nor to grant a guarantee for the Software or for their rights of use, nor to cede in any way all or part of their rights of use for the Software.
The Licencing fee will be invoiced annually in advance. MORPHEAN will send the client an invoice payable within 30 days. When paying by credit card, monthly payment for the service can be granted according to rates in force. In which case, the amount will be debited automatically every month.
7 Termination of contractual relations
The licence for use can be terminated by either party in writing no later than three months before the expiry date of the licence.
MORPHEAN can also terminate this agreement at any time if:
(A) The Client violates the contract or is in default of payment, insolvent, declared bankrupt or subject to debt restructuring;
(B) MORPHEAN is required by law to do so (for example, where the provision of Services is or becomes illegal);
(C) The partner with whom MORPHEAN provides the Services ends their relationship with MORPHEAN or ceases to provide the Services.
8 General Terms
By using the Services, it may be that the Client, by means of these Services or as a result of using these Services, uses other services, downloads software, or buys a product from another person or company. The use of these services, software or products may be subject to different conditions that apply between the Client and company or person concerned. In this case, the TCU will have no incidence on the relationship with these other companies or individuals.
The TCU constitutes the entire agreement between the Client and MORPHEAN and governs the conditions of use of the Services (excluding any services that MORPHEAN may provide under a separate written agreement). They supersede all prior agreements between the Client and MORPHEAN pertaining to the Services.
The Client acknowledges that if MORPHEAN fails to exercise or waives a right or remedy foreseen by the TCU (or to which MORPHEAN may be entitled in virtue of applicable legislation) this will not be considered as a waiver by MORPHEAN of the right or remedy in question. These rights and remedies will remain available in future.
If any clause of the TCU is declared invalid by a competent court, such a clause shall cease to apply without altering the remaining clauses of the TCU, which shall remain in full force and effect.
The contractual relationship between the Client and MORPHEAN is subject to Swiss law.
MORPHEAN and the Client agree to submit any disputes arising from their contractual relationship to the exclusive jurisdiction of the courts of Fribourg (Switzerland).
Notwithstanding the foregoing, MORPHEAN shall be entitled to request the granting of any protective measures, injunctions or any other emergency measure before any competent court of law.
MORPHEAN has the right to modify these TCU at any time. Changes in the TCU are communicated to the Client as appropriate. If the Client suffers a significant disadvantage due to the modification of the TCU, they may terminate the contract for the date of entry into force of the amended TCU. This right of termination shall terminate upon the entry into force of the amendment.
Granges-Paccot (Fribourg), 12 june 2013