Morf Health Terms of Service

Customer Terms of Service

Existing Customers: These updated Terms of Service (these “Terms of Service” or the “Agreement”) will apply upon your renewal of the Services. For a copy of our previous Customer Terms of Service, please email support@morf.health.

By using any of the services provided by Morf Health, Inc. (“Morf”, “we”, “us”, or “our”) you are agreeing to the following terms and conditions (“Terms of Service” or “Agreement”). We may refer to us and you as a “Party” or collectively, the “Parties” in these Terms of Service. If you are a User, these Terms of Service apply to you to the extent the Terms of Service apply to Users.

“You, “your,” or “Customer” means the person or legal entity accessing or using the Morf Services, as defined below. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF SERVICE, PLEASE EXIT NOW AND DO NOT USE ANY OF THE SERVICES. Your agreement to these Terms of Service becomes effective immediately upon commencement of your use of the Services. Violating any of the terms below may result in Morf suspending or terminating your access to the Services without a right to any refund for any payments made.

1. DEFINITIONS
   1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, a Party to this Agreement, where “control” means the control, through ownership or contract, of 50% or more of all the voting power of the shares entitled to vote for the election of the entity's directors or members of the entity's governing body; provided that such entity shall be considered an Affiliate only for the time during which such control exists.
   2. “Business Associate Agreement” is the agreement set forth at https://www.morf.health/baa and incorporated by this reference herein that outlines the responsibilities and obligations of each party regarding the use, disclosure, and protection of Protected Health Information (defined below) in compliance with the Health Insurance Portability and Accountability Act regulations.
   3. “Customer Account” means the Customer's enterprise account through which Customer accesses the Services.
   4. “Customer Administrative Dashboard” means the web-based dashboard made available to Customer by Morf, wherein Customer may manage certain aspects of the Services provided by Morf and track Customer Profile data flows through the systems of Third Party Service Providers.
   5. “Customer Data” means all information or data that originates with Customer and that is uploaded or integrated with the Software or Services by Customer, including PII and PHI (each as defined below) of Customer’s Profiles (as defined below) or Users.
   6. “Customer Profile” means a client, user, patient, or potential patient of Customer or Customer’s customers.
   7. “Morf Content” means all intellectual property, branding, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible, used in or for the purpose of to providing, updating, or maintaining the Services.
   8. “Order Form” means the document or electronic form, agreed upon by the Parties, specifying the Services the Customer wishes to purchase and any specific terms or conditions related thereto.
   9. “Personally Identifiable Information” or “PII” means any information that can be used to distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual, limited to the information created or received by Morf from or on behalf of Customer.
   10. “Protected Health Information” or “PHI” shall have the same meaning as the terms “Protected Health Information” or “Electronic Protected Health Information” set forth at 45 C.F.R. § 160.103, limited to the information created or received by Company from or on behalf of Customer.
   11. “Services” means, collectively, (i) creation of certain data pipelines for the transmission of Customer Data between Customer, Customer’s datastores, and Third-Party Service Providers, (ii) a proprietary application programming interface used in connection with such data pipelines and that supports the migration of Customer Data to Third-Party Systems, (iii) the Customer Administrative Dashboard, (iv) facilitation of Customer creation of workflows; (v) messaging services to facilitate communication between customers and their customers, prospective customers, patients, and leads; and (vi) certain other products and services that may be used and/or developed by Morf in connection with the foregoing.
   12. “Software” means any software, data, or documentation (including but not limited to materials related to training, specifications, system requirements) developed by Morf that is related to the Services.
   13. “Third-Party Service Providers” means third-party providers that provide certain services related to the business of Customer, including without limitation medical records, payment processors, analytics, scheduling, or customer relationship management through the Services. Subject to Customer instructions and solely to provide the Services, Morf may transmit Customer Data to or through the systems, tools, or applications of Third Party Service Providers.
   14. “Updates” means modifications, updates and changes made by Morf to the Software or Services which Morf makes generally available to its customers at no additional fee. Updates exclude new features, functions and capabilities which are offered for an additional fee and must be specified in a signed agreement between the Parties.
   15. “User” means an individual who is authorized by Customer including: employees, Affiliates, or consultants of a Customer with the right to access and use the Services.
   16. “User Account” means the individual account registration for each User that allows a User's password-restricted access to the customer-authorized instance of the Customer Account.
2. CUSTOMER ACCOUNT; USE OF THE SERVICES
   1. Customer Account. Customer will be provided with a Customer Account to access and use the Services. As part of the registration process, Customer will identify an administrative username and password for its Customer Account. Customer may enable access to the Account functions and services to one or more of its authorized Users, provided that (i) Customer is solely responsible for vetting and authorizing Users, (ii) Customer acknowledges and agrees that it is Customer’s sole responsibility to ensure that it has obtained any necessary consents from its prospective customers, patients, and prospective patients to allow Customer’s or Users’ access to the Customer Data and the Services, and (iii) Customer shall be, and shall at all times remain, solely responsible for the actions of Users while using the Services.
   2. License to Use Services. Subject to the terms and conditions of these Terms of Service and any additional terms included in an Order Form, Morf provides you and your Users a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services for the purposes and time period set forth in an applicable Order Form.
   3. Use Guidelines. You acknowledge and agree that you, and your Users, shall use the Services solely for the purposes contemplated by these Terms of Service and shall not (and shall not allow any third party to) except as expressly provided herein (i) license, copy, sell, resell, lease, transfer, distribute, or otherwise commercially exploit or make the Services available to any third party; (ii) send via, upload to, or store within the Services any malicious code or virus; (iii) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (iv) attempt to gain unauthorized access to the Services or its related systems; or (v) upload to the Services or use the Services to collect, store, or process PHI unless you have entered into a Business Associate Agreement with Morf. You acknowledge and agree that in the event you elect to add any additional products, supplemental services, and/or add-on features to your existing Services, you (and your Users) may be required to accept additional User guidelines and/or terms of service, including third-party terms.
3. THE SERVICES
   1. Updates and Modifications. Morf reserves the right to modify, enhance, adapt, discontinue, or change the Services, including any features or functionalities thereof, at our discretion to improve performance, ensure compliance with applicable law, or to align with business requirements. Such changes will be subject to the following terms:
      1. Notification: We shall endeavor to provide advance notice of changes that, in our sole judgment, may materially adversely affect your use of the Services. For changes affecting a limited number of customers or for emergency updates necessary to maintain the integrity of the Services, notice may be provided through in-system updates or email notifications.
      2. New Features and Functionality: Any new features or functionality that are added to the Services and made generally available may be subject to additional terms, acceptance of which will be required for use of such features or functionality. If applicable, additional fees for new features or functionality shall be agreed upon via a signed agreement and/or amendment or addendum to these Terms of Service.
      3. Continuity of Services: While we strive to maintain the availability of all Services, we do not guarantee the provision of any specific Service, product, pricing, or feature beyond the Term stated in your current Order Form.
      4. Data Maintenance and Backup Procedures. The Morf Services are not intended to be a failsafe data warehouse or data backup solution. In the event of any loss or corruption of Customer Data, we will use commercially reasonable efforts to restore the lost or corrupted Customer Data from the latest backup of such Customer Data maintained by us. You acknowledge that full restoration of Customer Data may not be possible under all circumstances. As the custodian of your Customer Account, you should independently back up your personal data, to the extent permitted herein and by applicable laws and regulations.
4. PAYMENT OF FEES
   1. Fees and Invoice. By using the Services, you authorize Morf to invoice and/or charge the stated fees outlined in the Order Form (“Fees”), and any applicable sales, excise, or similar taxes. Unless otherwise stated in an applicable Order Form, you agree to make payment on any undisputed amounts within thirty (30) days of your receipt of an invoice.
   2. Payment Method. You may receive invoices and make payments in any manner agreed upon with Morf via a signed Order Form. If you have elected to make payments via credit card, charge card, debit card, or financial institution account (herein “Payment Method”) for all charges to your accounts with Morf, then you hereby authorize Morf to charge your Payment Method for the Fees. When you provide a Payment Method to us, you confirm that you are permitted to use that Payment Method and you also authorize us, or our third-party payment processor if applicable, to receive, collect, and store your Payment Method information, along with other related transaction information. You agree to submit any disputes regarding any invoices related to your account in writing to Morf within thirty (30) days of the receipt of the invoice, otherwise, such dispute will be waived, and such invoice will be final and not subject to challenge.
   3. Payment Failure and Suspension. If your Payment Method fails or your account is past due, and you have not cured such failure to pay within thirty (30) days of written notice of any past due amounts, (i) you agree to pay all amounts due on your account upon demand and reimburse us for all reversals, charge-backs, claims, fees, fines, penalties, and other liability incurred by us (including costs and related expenses) that were caused by or arise out of payments that you authorized or accepted, (ii) we may collect fees owed using other collection mechanisms (this includes charging other payment methods on file with us) and (iii) we reserve the right to either suspend access to, deactivate, or terminate and delete your Morf Account and User access. We are not responsible for any loss or damage to you or any third party that may be incurred as a result.
   4. Unpaid Fees and Finance Charges. Unpaid undisputed fees are subject to a finance charge of 1.5% per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys' fees.
   5. Changes to Fees. Morf reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the term set forth in the Order Form or then-current renewal term, upon notice to you at least thirty (30) days prior to the end of the current term, which notice may be sent by email.
5. TERM AND TERMINATION
   1. Term. Subject to earlier termination as provided below, this Agreement is for an “Initial Service Term” of six (6) months, and shall be automatically renewed for additional periods of one month (collectively, the “Term”), unless Customer requests termination at least thirty (30) days prior to the end of the then-current term.
   2. Termination for Cause. Morf may terminate this Agreement immediately upon notice to Customer in the event that Customer breaches the Agreement, including without limitation for late or non-payment. In addition to any other remedies it may have, either Party may terminate these Terms of Service and all Services and Order Forms upon thirty (30) days prior written notice in the event of a material breach unless such breach is cured during the notice period.
   3. Termination Without Cause. Morf may terminate these Terms of Service and all Services and Order Forms without cause upon sixty (60) days’ written notice.
   4. Immediate Termination. Either Party may immediately terminate these Terms of Service upon written notice to the other Party (i) upon the institution by or against the other Party of insolvency, receivership, or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of creditors, or (iii) upon the other Party's dissolution or ceasing to do business.
   5. Effects of Termination. Upon termination for any reason, Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Morf will retain all Customer Data for a period of thirty (30) days, but thereafter Morf may, but is not obligated to, delete stored Customer Data. Notwithstanding the foregoing, Morf will maintain any data it is required to maintain under applicable law following termination. Morf shall not be liable for loss of any Customer Data due to termination or non-renewal of the Services or these Terms of Service. Rights to accrued payments, remedies for breach, and this Section and the following Sections shall survive any termination or expiration of these Terms of Service: 4 (“Fees”), 6 (“Confidentiality”), 7 (“Ownership & Data Analytics”), 8 (“Warranties & Disclaimer”), 9 (“Indemnification”), 10 (“Limitations of Liability”) and 12(“Miscellaneous”).
6. CONFIDENTIALITY
   1. Confidentiality. Morf and you may exchange certain confidential information (“Confidential Information”). Confidential Information may include (i) non-public information about Morf's pricing, personnel, or partnerships, our product roadmap, our security and data protection documentation, or other non-public information we identify as confidential; (ii) non-public information about your marketing plans, social media strategies, products, expansion opportunities, or such other non-public information you identify as confidential; and (iii) non-public information disclosed by either Party to the other Party, either directly or indirectly, in writing, orally, or to which the other Party may have access, which (a) a reasonable person would consider confidential, or (b) is marked “confidential” or “proprietary” or some similar designation by the disclosing Party. Information will not be considered Confidential Information if (i) it was lawfully in the receiving Party's possession before receiving it from the disclosing Party; (ii) it is provided in good faith to the recipient by a third party without breaching any rights of the disclosing Party or any other party; (iii) it is or becomes generally available to, or accessible by, the public through no fault of the receiving Party; or (iv) it was or is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.
   2. Confidentiality Obligations. During the Term and for a period of three (3) years after expiration or termination of these Terms of Service, neither Party shall make the other's Confidential Information available to any third party or use the other's Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement. Neither Party shall disclose Confidential Information except to such Party's advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers that have a reasonable need to know such information, provided that any such third parties shall, before they may access such information, either (i) execute a binding agreement to keep such information confidential or (ii) be subject to a professional obligation to maintain the confidentiality of such information. Each Party shall take all reasonable steps to ensure that the other's Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement, but in no event will either Party use less effort to protect the Confidential Information of the other Party than it uses to protect its own Confidential Information of like importance. Each Party will ensure that any agents or subcontractors permitted to access any of the other's Confidential Information are legally bound to comply with confidentiality obligations. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information, the disclosing Party must provide (to the extent permitted by applicable law) the non-disclosing Party with sufficient advance notice of the agency's request for the information to enable the non-disclosing Party to exercise any rights it may have to challenge or limit the agency's authority to receive such Confidential Information.
7. OWNERSHIP AND DATA ANALYTICS
   1. Morf Ownership. As between you and Morf, Morf retains all right, title, and interest in and to the Services along with all patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, Morf Content, and any other intellectual property and/or proprietary rights (“Intellectual Property”) related to the Services. Your use of the Services under these Terms of Service does not give you additional rights in the Services or ownership of any Intellectual Property associated with the Services. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect the Services or Intellectual Property or any of Morf's rights or interests therein or any other Morf intellectual property, brands, information, content, processes, methodologies, products, goods, services, materials, or rights, tangible or intangible. All rights, title, and interest in and to the Services not expressly granted in these Terms of Service are reserved by Morf. The look and feel of the Services and Software are protected by United States and other copyright laws and are a part of Morf's Intellectual Property and may not be duplicated, copied, or reused in any manner (including, without limitation, the HTML/CSS or visual design elements of the Software) without Morf's express written permission.
   2. Customer Ownership. Except as otherwise provided in these Terms of Service, you retain all rights, title, and interest in all Customer Data you create or that is created on your behalf and uploaded to the Services. During the Term of the Agreement, you grant us a non-exclusive, irrevocable, worldwide, fully paid up, sub-licensable, transferable, limited license to access, transmit, reformat, list information regarding, or translate such Customer Data to the extent needed to provide you with the Services.
   3. Data and Data Analytics. Morf may develop, make available, use, or collect certain data, data analytics, or anonymized and aggregated data (“Anonymized Data”). Morf retains the right to use Anonymized Data. Anonymized Data is de-identified such that it cannot be used to identify you, your Users, or any other person.
   4. Feedback. If you or a User provides any feedback to Morf concerning the functionality, characteristics, or performance of any of the Services (including identifying potential errors and improvements) (“Feedback”), you grant Morf a non-exclusive, worldwide, perpetual, and irrevocable license to use, reproduce, incorporate, and exploit this Feedback for any purpose, without any obligation to compensate you. While we may use the Feedback freely, we will not disclose your identity as the source of the Feedback without your consent, unless required by law. Providing Feedback is voluntary.
8. WARRANTIES & DISCLAIMER; SERVICE UPTIMES.
   1. Mutual Representations and Warranties. Each Party represents and warrants that: (i) it has the legal power and authority to enter into this Agreement; and (ii) it has all rights necessary to enter into this Agreement and to perform its obligations hereunder and that doing so does not and will not violate any other agreement to which such Party is bound.
   2. Disclaimer of Warranties. Morf shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall provide the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Morf, Third Party Service Providers, or by third-party vendors of Morf, or because of other causes beyond Morf’s reasonable control, but Morf shall use reasonable efforts to provide advance notice by e-mail of any scheduled service disruption. Morf cannot control, and makes no representations or warranties with respect to, the availability, accuracy, functionality, or nature of any data, products or services provided by third parties, whether or not such products or services are integrated through the Services. Morf does not warrant that the Services will be uninterrupted, secure, or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES, AND OTHER MORF INTELLECTUAL PROPERTY ARE PROVIDED ON AN “AS IS” BASIS, AND MORF MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER, ITS CUSTOMER ACCOUNT USERS OR TO ANY OTHER PARTY REGARDING THE SERVICES, PROPRIETARY INFORMATION OR INTELLECTUAL PROPERTY OF THE MORF, OR ANY OTHER SERVICES OR MATERIALS PROVIDED BY MORF HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MORF HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, MORF HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE SERVICES WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED.
   3. Service uptimes. Morf commits to 99.9% uptime monthly, excluding planned maintenance and events beyond Morf’s control. Downtime beyond this will result in a 5% credit of the monthly fee per hour. Only one such credit may accrue per day. Customers must notify Morf within 24 hours to receive credits, which are capped at one week's fees per month and cannot be converted to cash. Morf’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Morf to provide adequate service levels under this Agreement.
9. INDEMNIFICATION
   1. Indemnification by Morf. Except as otherwise provided in these Terms of Service, we shall indemnify, defend, and hold harmless you from and against any losses, liabilities, costs, expenses (including reasonable attorneys' fees), penalties, judgments, settlement amounts, and damages (“Losses”) incurred by you arising from a claim, suit, action, or proceeding brought by a third party (a “Claim”) alleging that the Platform or the Services, when used by you as permitted by these Terms of Service, infringes upon such third party's intellectual property right.
      1. Exceptions: We shall have no obligation under this Section 9 for any infringement to the extent that it arises out of or is based upon any of the following (“Excluded Claims”): (i) any use of the Services not in accordance with this Agreement or as specified in any documentation that may be provided by Morf; (ii) any use of the Services in combination with other products, equipment, software, or data not supplied by Morf; (iii) any modification of the Services by any person other than Morf or its authorized agents; or (iv) with respect to your or any User's use of the Services after Morf has notified you to discontinue such use.
      2. Infringement Response Actions: If Morf's software system, or any part of it, faces an infringement claim or is likely to, Morf may, at its discretion and cost: (i) secure rights for you to continue using the Software, (ii) replace it with a similar non-infringing software, or (iii) modify the Software to avoid infringement without reducing its functionality significantly. If Morf cannot effectively implement these solutions, either party may terminate the affected services. In such cases, Morf will issue a prorated refund or credit for any unused, prepaid fees associated with the terminated services. These actions constitute your exclusive remedies for any infringement-related claims.
   2. Indemnification by Customer. Customer hereby agrees to indemnify and hold harmless Morf, its employees, directors, affiliates, and agents from and against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from (i) an allegation that Customer’s use of the Software or Service violates applicable law, (ii) an allegation that Customer failed to adequately secure its account credentials, (iii) an allegation that Customer or Customer’s use of the Services was conducted without adequate consent as required under Section 2.1, (iv) an allegation that Customer’s contract, services, or relationship with a Third-Party Service Provider did not authorize Company’s connection with or transfer of Customer Data to or from such Third-Party, or (v) Customer’s other breach of this Agreement or violation of any applicable law, rule or governmental regulation, including without limitation applicable data privacy laws.
   3. Indemnification Procedure. The indemnified Party shall provide the indemnifying Party with (i) prompt written notice upon learning of any such potential claim or claims (provided, however, that failure to give prompt notice will not relieve the indemnifying Party of any liability hereunder, except to the extent the indemnifying Party has suffered actual material prejudice by such failure); (ii) sole control of the defense, investigation, and settlement of any such claim, provided that an indemnifying Party will not settle any such action without the written consent of the indemnified Party; and (iii) reasonable cooperation (at the indemnifying Party's sole expense) in the defense, investigation and settlement of any such claim. Notwithstanding anything herein to the contrary, the indemnifying Party will not settle any claims for which it has an obligation to indemnify under this Section 9.3 admitting liability or fault on behalf of the indemnified party, nor create any obligation on behalf of the indemnified party without the indemnified Party's prior written consent.
10. LIMITATIONS OF LIABILITY
    1. Excluded Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THESE TERMS OF SERVICES, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS, LOST BUSINESS, OR LOST SALES, OR ANY OTHER MATTER RELATING TO THE SERVICES, GOODWILL, OR ANY OTHER INTANGIBLE LOSSES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. Liability Cap. EXCEPT FOR A PARTY'S (I) GROSS NEGLIGENCE, WILLFUL MISCONDUCT, (II) INDEMNIFICATION OBLIGATIONS, OR (III) YOUR BREACH OF SECTION 2, THE TOTAL AGGREGATE LIABILITY OF MORF FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR YOUR USE OF THE SERVICES, SHALL NOT EXCEED THE TOTAL FEES RECEIVED BY OR PAYABLE TO US FROM YOU UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
    3. Effect on Pricing. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE BASED OUR FEES ON AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES AND DAMAGES IN THIS AGREEMENT AND THAT SUCH TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU ACKNOWLEDGE THAT IN THE ABSENCE OF SUCH LIMITATIONS, THE FEES AND OTHER TERMS WOULD BE SUBSTANTIALLY DIFFERENT. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS OF SERVICE WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SERVICES UNDER THESE TERMS OF SERVICE.
11. PRIVACY AND SECURITY
    1. Privacy. Morf shall handle any PII that is not subject to HIPAA in accordance with applicable laws and regulations.
    2. Information Security. Morf shall maintain commercially reasonable information security practices and security controls.
    3. PHI. Where your use of the Service includes the provision of PHI, such information will be handled in accordance with the Business Associate Agreement between the Parties set forth at https://www.morf.health/baa and incorporated into these Terms of Service.
12. MISCELLANEOUS
    1. Relationship of the Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Morf as a result of these Terms of Service or accessing or using the Platform or the Services. Morf’s performance under these Terms of Service is subject to existing laws and legal process, and nothing contained in these Terms of Service is in derogation of Morf's right to comply with governmental, court, and law enforcement requests or requirements relating to your access or use of the Services or information provided to or gathered by Morf with respect to such use.
    2. Subcontracting. Morf retains the right to utilize third-party subcontractors for the execution of certain tasks related to our Services, and will be responsible for the performance of any such subcontractors.
    3. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in San Francisco, California and the Parties irrevocably consent to the personal jurisdiction and venue therein.
    4. Efforts to Resolve Disputes. Before pursuing formal proceedings, both Parties agree to attempt to resolve disputes amicably by notifying each other and negotiating in good faith for thirty (30) days.
    5. Publicity. Unless you provide us with written notice or branding guidelines to the contrary, you grant us the limited right and license to list and display your name, trademark, and logo in connection with our customer lists and marketing materials in print or on the web to announce that you are using our Services. You may terminate this right and license upon written notice to us or once your access to the Services has been terminated. You will have the right to disclose your use of our Services but not the terms or specifics (including pricing terms) of your relationship with us unless we approve such disclosure in writing prior to such disclosure.
    6. Assignment. Neither Party may assign this Agreement (by operation of law or otherwise) without the prior written consent of the other Party, and any prohibited assignment or sublicense will be null and void. Notwithstanding the foregoing, either Party may assign this Agreement to an Affiliate or successor in the event of a merger, sale, or acquisition of all or substantially all of the assigning Party's assets or stock. This Agreement will be binding upon and inure to the benefit of the Parties' permitted successors and/or assignees.
    7. Force Majeure. Except with respect to delays or failures caused by the negligent act or omission of either Party, any delay in or failure of performance by either Party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such Party which may include, acts of God, power outages, or failures of the Internet or hosted service provider, provided that the Party affected by such event will immediately begin or resume performance as soon as practicable after the event has abated. Excusable delays do not include lockout, shortage of labor, lack of or inability to obtain raw materials, fuel, or supplies, any other industrial disturbance, or outage or delay of one or more of the Networks. If the act or condition beyond a Party's reasonable control that prevents that Party from performing any of its obligations under this Agreement continues for thirty (30) business days or more, then the other Party may terminate this Agreement immediately upon written notice to the non-performing Party.
    8. No Waiver. The failure of Morf to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service, coupled with any legally executed pricing terms and modifications, constitutes the entire agreement between you and Morf and govern your use of the Service, which supersedes any prior agreements between you and Morf.
    9. Severability. If any part of these Terms of Service is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations contained herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms of Service shall continue in effect.
    10. Modification. We expressly reserve the right to amend these Terms of Service from time to time upon reasonable notice to you (including without limitation via electronic notification or notification on our website). You agree that it is your responsibility to review these Terms of Service from time to time and to familiarize yourself with any modifications. If you do not raise any objections to the changes within fifteen (15) days of receipt of notice, your continued use of the Services will constitute acknowledgement of the modifications and agreement to abide and be bound by the revised Terms of Service. You can review the most current version of the Terms of Service at any time at: https://www.morf.health/terms-of-service. For questions about the Terms of Service please email support@morf.health.
    11. To the extent permitted by applicable law, neither Party shall initiate any action against the other party pursuant to these Terms of Service more than two (2) years from the date the claim arose.
    12. Order of Precedence. In the event of a conflict between the terms of an Order Form and this Agreement, the Order Form shall take precedence. In such event, the Order Form shall expressly reference this Agreement and the Section where the Order Form is intended to supersede. In the event of a conflict between the BAA and this Agreement, the BAA shall take precedence.
    13. A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
    14. By using the Services, you agree that Morf may communicate with you electronically regarding administrative, security, and other issues relating to your use of the Services. You agree that any notices, agreements, disclosures, or other communications that Morf sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The foregoing does not affect your statutory rights.
    15. DMCA Notice. For claims for copyright infringement, please contact Morf Legal at help@morf.health or, alternatively to: Morf, 2261 Market Street STE 22833, San Francisco CA 94114 United States. We reserve the right to terminate these Terms of Service as to you or any User for repeat copyright infringement violations.

Notice. Except as otherwise specified in these Terms of Service, all notices, permissions, and approvals hereunder shall be in writing and if to Customer, sent to the email address on the applicable Order Form, and if sent to us, to the following address: 2261 Market Street STE 22833, San Francisco CA 94114 United States. Such email addresses may be updated from time to time upon written notice to the other Party.