Morningside Subscription Terms of Service
Welcome to the websites and services of Morningside Software, Inc. ("Morningside", "we", or "us"). This document explains the terms by which you may use our online and/or mobile services, website, and software provided on or in connection with the service, including without limitation the websites at https://globalmsportal.com and https://ms-info-sec.com (the "Morningside Sites"), the use of our interactive tool vschat, and any services provided through the Morningside Sites (collectively, the "Service"). By accessing or using the Service, you signify that you have read, understood, and agree to be bound by these Terms of Service (including any order forms or Statements of Work (each, an "SOW") and exhibits, collectively referred to as the "Agreement") and to the collection and use of your information as set forth in the Morningside Privacy Statement at https://globalmsportal.com/legal/privacy.html , whether or not you are a registered user of our Service. This Agreement applies to all visitors, users, and others who access the Service ("Users").
WAIVER OF JURY TRIAL. BY ACCEPTING THESE TERMS, YOU AGREE TO AN ARBITRATION CLAUSE THAT REQUIRES ANY DISPUTES TO BE RESOLVED BY AN INDEPENDENT ARBITRATOR INSTEAD OF BY A JUDGE OR JURY. PLEASE READ THE ARBITRATION PROVISION AS IT AFFECTS YOUR RIGHTS UNDER THESE TERMS.
1.
Use of Our Service
Morningside is an Artificial Intelligence (AI) driven software company working to build reliable and useful systems for the information security community. We conduct state-of-the-art research, develop and deploy systems via a set of partnerships and products.
A. Morningside Service
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service as permitted by the features of the Service. Morningside reserves all rights not expressly granted herein in the Service and the Morningside Content (as defined below). Morningside may terminate this license at any time for any reason or no reason.
B. Morningside Accounts
(i) Authority on Behalf of Organization. We may maintain different types of accounts for different types of Users. If you open a Morningside account on behalf of a company, organization, or other entity (collectively, "Organization"), then (a) "you" includes both you and that entity, (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity's behalf, and (c) you agree to be responsible for the acts and omissions of your Organization's Users.
(ii) General. Your Morningside account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. If we enable access via a third-party platform or service, and if you connect to Morningside through such third-party service, you give us permission to access and use your information from that service as permitted by that service. You may not share your account or password with anyone. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep secure your account password and, if applicable, your API Credentials. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Morningside immediately of any suspected or actual breach of security or unauthorized use of your account. Morningside will not be liable for any losses caused by any unauthorized use of your account. You may control your User profile and how you interact with the Service by changing the settings in your "Settings Page". By providing Morningside your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and information regarding the Service or other services. If you do not want to receive such email messages, you may opt out or change your preferences in your "Settings Page". Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
(iii) As stated in this Section B, you are responsible and liable for all uses of the Service and, if applicable, the API and Licensed Materials, resulting from access provided by you, directly or indirectly, including, without limitation, access by Users or under your API Credentials, whether such access or use is permitted by or in violation of this Agreement.
C.
API License
If you access Morningside Content through an application
programming interface ("API") rather than through a web browser interface, the
following provisions apply:
(i)
Definitions.
a.
"API" means the
application programming interface made available to you from Morningside to
interact with the Service at the Morningside Sites, as updated from time to
time.
b.
"API Credentials"
means username and password, and any other necessary security keys or
credentials provided by Morningside to provide access to the API and Licensed
Materials.
c. "Application" means a software application, website, or other interface created by or on behalf of you, that contains embedded calls to the API.
d.
"Documentation" means all written information
provided by Morningside related to the API and Licensed Materials, including
but not limited to any Licensee guides or reference guides.
e.
"Licensed Materials" means the API
Credentials, Documentation, and all other tools, services, content, and
information made available by Morningside to facilitate your exercise of your
licensed rights to use the API as set forth in this Agreement, exclusive of the
API itself.
(ii)
API Usage Rights. You have the right to:
a.
use the API and Licensed Materials to develop, test,
and support the Application;
b.
make available the API and Licensed Materials to Users
for the purposes of developing, testing, and supporting the Application; and
c.
distribute and allow access to your integration of the
API within the Application to Users in your Organization who are end users of
the Application.
(iii)
Except as expressly permitted in (ii), you have no
right to reproduce, distribute or allow access to the standalone API or
Licensed Materials.
(iv)
API Credentials. Morningside may provide API
Credentials to you that enable use of the API and
Licensed Materials. Morningside may immediately terminate or revoke any such
credentials for any reason, at any time, with or without prior notice, in our sole
discretion, and provided that Morningside does so in a
way (such as by providing substitute API Credentials) that does not violate any
applicable service level obligations of this Agreement. You may not sell,
transfer, sublicense, or disclose your API Credentials to any third party.
D. Service Rules
You agree not to engage in any of the following prohibited activities:
(i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping";
(ii) using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the Morningside servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
(iii) transmitting spam, chain letters, or other unsolicited email;
(iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;
(v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
(vi) uploading invalid data, viruses, worms, or other software agents through the Service;
(vii) collecting or harvesting any personally identifiable information, including account names, from the Service;
(viii) using the Service for any commercial solicitation purposes;
(ix) using the Service to try to disrupt, to access without authorization, or to exceed your authorized access to: any service, device, data, account, or network;
(x) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
(xi) interfering with the proper working of the Service;
(xii) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or
(xiii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein. We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service.
We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
E. Restrictions
You will not, and will not permit any other party to:
(i) disassemble, decompile or reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law;
(ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Service to any third party or use the Service to provide time sharing or similar services for any third party or to create a competing product or service;
(iii) unless specified otherwise in an applicable Statement of Work, make available to anyone other than you (and, if applicable, your Organization) access to the API or data provided using the API;
(iv) exceed the level of service, volume of service, or volume of data, specified in an applicable Statement of Work or Plan.
(v) modify, copy or make derivative works based on any part of the Service;
(vi) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Service, features that prevent or restrict use or copying of any content accessible through the Service, or features that enforce limitations on use of the Service;
(vii) delete the copyright and other proprietary rights notices on the Service; or
(viii) interfere with or disrupt the integrity, operation or performance of the Service or the data contained therein.
You acknowledge that Morningside may from time to time issue upgraded versions of the Service, and may automatically electronically upgrade the version of the Service that you are using. You consent to such automatic upgrading, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Service is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code.
Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Morningside reserves all rights not expressly granted under this Agreement.
If the Service is being acquired on behalf of the United States Government, then the following provision applies: the Service will be deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and any accompanying documentation by the U.S. Government will be governed solely by these 1 of Service and is prohibited except to the extent expressly permitted by these Terms of Service. The Service originates in the United States, and is subject to United States export laws and regulations. The Service may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Service may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Service.
The Service may be made available through one or more licensing tiers (each a "Plan"). Each Plan licensee has a unique user identification name and password ("User ID") or unique API Credentials, for access to and use of the Service. User IDs and API Credentials cannot be shared or used by more than one Plan licensee at a time. In addition, you agree to abide by any additional Plan restrictions outlined in any Plan documentation provided to you by Morningside.
2.
User Content
A.
General. Users may interact with the Service by
entering Prompts (defined below), and, to the extent we enable such
functionality, by providing or posting audio or video content, documents,
comments, questions, and other content or information through the Service (collectively,
"User Content"). This may include submitting text to the Service for processing (each, a
"Prompt"). We claim no ownership rights over User
Content created by you. The User Content you create remains yours; however, by
posting, providing or sharing User Content through the Service, you agree we
may transmit and display such User Content through the Service to those who you
directly or indirectly provide access information or who otherwise obtain such
access information (collectively, "Other Users"). Morningside has the right
(but not the obligation) in its sole discretion to remove or suspend any User
Content that is shared via the Service and/or to block access to Users and
Other Users. If you have a concern about an Other User, please notify Morningside
of that concern. We do not control and are not responsible for Other Users. We
do not and can not verify
that Other Users are who you think they are or who the Other User says they
are. You agree not to post User Content that: (i) may create a risk of harm,
loss, physical or mental injury, emotional distress, death, disability,
disfigurement, or physical or mental illness to you, to any other person, or to
any animal; (ii) may create a risk of any other loss or damage to any person or
property; (iii) seeks to harm or exploit children by exposing them to
inappropriate content, asking for personally identifiable details or otherwise;
(iv) may constitute or contribute to a crime or tort; (v) contains any
information or content that we deem to be unlawful, harmful, abusive, racially
or ethnically offensive, defamatory, infringing, invasive of personal privacy
or publicity rights, harassing, humiliating to other people (publicly or
otherwise), libelous, threatening, profane, or otherwise objectionable; (vi)
contains any information or content that is illegal (including, without
limitation, the disclosure of insider information under securities law or of
another party's trade secrets); (vii) contains any information or content that
you do not have a right to make available under any law or under contractual or
fiduciary relationships; or (viii) contains any information or content that you
know is not correct and current. You agree that any User Content that you post
does not and will not violate third-party rights of any kind, including without
limitation any Intellectual Property Rights (as defined below) or rights of
privacy. Morningside reserves the right, but is not obligated, to reject and/or
remove any User Content that Morningside believes, in its sole discretion,
violates these provisions.
B. Intellectual Property Rights. For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
C.
Rights to Outputs and Components. The Service may generate
responses based on your Prompts (each response, an "Output", and Prompts and
Outputs collectively, "Components"). As between you and Morningside, and to the
extent permitted by applicable law, you retain any right, title, and interest
that you have in the Prompts you submit. Subject to your compliance with this
Agreement, we assign to you all of our right, title,
and interest, if any, in the Outputs.
D. Representations and Warranties Regarding User Content. In connection with your User Content, you affirm, represent and warrant the following:
(i) Morningside takes no responsibility and assumes no liability for any User Content that you or any Other User or third party posts or sends over the Service or otherwise. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, or otherwise unsuited to your purpose, and you agree that Morningside shall not be liable for any damages you allege to incur as a result of User Content.
(ii) You have the written consent of each and every identifiable natural person in the User Content to use such person's name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
(iii) For Prompts specifically: You have all rights, licenses, and permissions that are necessary for us to process the Prompts under the terms of this Agreement. You also represent and warrant that your submitting Prompts to us will not violate this Agreement or any laws or regulations applicable to those Prompts.
(iv) Your User Content and Morningside's use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
(v) To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.
E.
User Content Limited License Grant
You hereby expressly grant, and you represent and warrant that you have all rights necessary to grant, to Morningside a royalty-free, non-exclusive, worldwide license to use, display, distribute, and transmit User Content and your name, voice, and/or likeness as contained in your User Content to provide the Service as contemplated in this Agreement. If we enable, and you utilize, the ability to share your User Content with Other Users, you also hereby grant each Other User of the Service a non-exclusive license to access and display your User Content through the Service through the functionality of the Service. Your User Content may include other restrictions that are applicable between you and your Other Users (e.g., you may provide Other Users notice of your copyright in your User Content).
3.
Our Proprietary Rights
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the "Morningside Content"), and all Intellectual Property Rights related thereto, are the exclusive property of Morningside and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Morningside Content. Use of the Morningside Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
We may use your User Content and the Components to create, maintain, and improve the Services or develop other products and services, including using User Content to train machine learning or large language models. We will not train the models we use on any Components that are not publicly available, except that if your Components are flagged for trust and safety review, we may use or analyze those Components to improve our ability to detect and enforce violations of this Agreement or our Privacy Statement.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Morningside under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Morningside does not waive any rights to use similar or related ideas previously known to Morningside, or developed by its employees, or obtained from sources other than you.
4.
Confidential Information
You
shall keep in strict confidence all the confidential materials and information
of Morningside which are known to or accessible by you as a result of using the
Service, which includes but is not limited to information about the use of the
Service by you and by your Users, and information provided by Morningside
through the Service, such as: (i) the organization and structure of the data;
(ii) summaries of Morningside Confidential Information; and (iii) metadata
regarding the prior items in this sentence (collectively referred to as the
"Confidential Information"). Upon the termination of this Agreement,
you must immediately stop using the Confidential Information, and you must
immediately destroy all Confidential Information unless Morningside requests
that you instead return the Confidential Information. You may not disclose,
offer or transfer to any third party the Confidential Information. This
Confidential Information clause will continue in effect, regardless of any
change, discharge or termination of this Agreement.
5. Invoicing and Payment
6.
Term and Termination
A. Agreement Term. The term of this Agreement will begin on the Effective Date and, unless terminated earlier pursuant to this section, will expire ninety (90) days after the termination or expiration of the last Statement of Work (the "Term").
B. Statement of Work
i. Term. The term of a Statement of Work will begin on the effective date of the Statement of Work ("SOW Effective Date") and will end one year after the service start date ("Service Start Date") specified on the applicable SOW, unless a different term is specified in an applicable SOW.
ii. Termination. Each Statement of Work shall remain in effect until the earlier to occur of: (a) termination of this Agreement by either Party in accordance with this Section; (b) termination of such Statement of Work by either Party in accordance with this Section; or (c) expiration of such Statement of Work in accordance with its terms.
iii. Renewal: Each SOW will automatically renew, unless otherwise specified in an applicable SOW. Pricing for the renewal term will be provided by Morningside to you at least sixty (60) days prior to the end of the SOW term. If you choose not to renew, you must notify us at least thirty (30) days prior to the end of the SOW term. Updated pricing will take effect upon renewal and will remain in effect for that renewal term.
C. Termination for Convenience. Either party may terminate this Agreement or an SOW without cause provided written notice is given to the other party at least sixty (60) days in advance; however, if you terminate without cause, you will not receive a refund for prepaid fees. If Morningside terminates due to the limitation or unavailability of one or more of its data sources, you will receive a refund of all prepaid fees which are unearned as of the date of termination.
D. Termination for Cause. Either party may also terminate this Agreement or an SOW, effective immediately upon notice to the other party, for: a) a material breach which has not been cured after thirty (30) days prior written notice to the other party; or b) a material breach by you which, in Morningside's sole determination, is not capable of cure. If you terminate for cause under this section, you will (after written request to us) receive a prorated refund for the Service up to the termination date.
E. Obligations upon Termination. Upon termination, you will delete all copies of Morningside data within ten (10) days. Within thirty (30) days of termination, provide written attestation that you have done so. You may request in writing that we delete your data. We will make commercially reasonable efforts to do so within thirty (30) days.
7.
Privacy
We care about the privacy of our Users. You understand that by using the Service you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Statement at https://globalmsportal.com/legal/privacy, and to have your personally identifiable information collected, used, transferred to and processed in the United States.
8.
Security
Morningside uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
9.
DMCA Notice
Since we respect artist and content owner rights, it is Morningside's policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify Morningside's copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
Identification of the copyrighted work that you claim has been infringed;
Identification of the material that is claimed to be infringing and where it is located on the Service;
Information reasonably sufficient to permit Morningside to contact you, such as your address, telephone number, and e-mail address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
Attn: DMCA Notice
Morningside Software, Inc.
367 Paoli Woods Drive
Paoli, PA 19301
support@morningsideinfosec.com
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
Please note that this procedure is exclusively for notifying Morningside and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Morningside's rights and obligations under the DMCA, including 17 U.S.C. Sec.512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Morningside has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Morningside may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
10. Third-Party Links
The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Morningside. Morningside does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from the Service, you do so at your own risk, and you understand that this Agreement and Morningside's Privacy Statement do not apply to your use of such sites. You expressly relieve Morningside from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Morningside shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
11. Indemnity
You agree to defend, indemnify and hold harmless Morningside and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) (collectively, "Claims") arising out of or related to: (i) your use of and access to the Service, including any data or content, including User Content, transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) User Content or any other information or content that is submitted via your account including without limitation misleading, false or inaccurate information; (vi) negligent or willful misconduct; or (vii) any other party's access and use of the Service with your unique username, password or other appropriate security code.
12. Disclaimer; No
Warranty
A.
Disclaimer Regarding Reliance on Outputs. Artificial intelligence and
large language models are new and experimental technologies that are still
improving in accuracy, reliability and safety. When you use our Services, you
acknowledge and agree:
(i) Outputs may not always be accurate and may contain material inaccuracies even if they appear accurate because of their level of detail or specificity.
(ii) You should not rely on any Outputs without independently confirming their accuracy. This can be done by examining the chain of thought steps that vschat took to produce the Outputs. It is the user's responsibility to check if the SQL translation of the user's query from natural language is in fact the query that the user intended.
(iii) The Service and any Outputs may not reflect correct, current, or complete information: Morningside relies on publicly available data from various sources and while every reasonable effort is made to provide timely, complete and accurate data, it is still possible that the data appearing in the Outputs is inaccurate or out-of-date. Should Morningside encounter a problem updating the backend dataset consisting of the records presented in the Outputs, Morningside will maintain or restore the Service's dataset to its last known accurate and complete state until such time as the backend dataset updates can be reliably resumed.
B. NO WARRANTY. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
MORNINGSIDE WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE DATA PROVIDED THROUGH THE SERVICE ACCURATELY REFLECTS THE UNDERLYING DATA PROVIDED THROUGH MORNINGSIDE'S DATA SOURCES; HOWEVER, MORNINGSIDE HAS NO CONTROL OVER THE ACCURACY OR CONTENT OF THE DATA FROM OUR DATA SOURCES.
INTERRUPTED ACCESS TO OUR PAID SERVICES: MORNINGSIDE DOES NOT CONTROL THE SOURCES OF OUR DATA, WHO MAY LIMIT MORNINGSIDE'S ACCESS TO THEIR DATA. IF MORNINGSIDE DETERMINES THAT OUR ACCESS TO ONE OR MORE DATA SOURCES IS LIMITED OR UNAVAILABLE, WHETHER DUE TO CHANGES BY THE DATA SOURCE, LEGAL REQUIREMENTS, OR OTHERWISE, WE WILL, AFTER MAKING REASONABLE EFFORTS TO CONSULT WITH YOU, AND IN OUR SOLE DISCRETION, DO ONE OR MORE OF THE FOLLOWING: 1) IF YOU ARE PAYING FOR THE SERVICE, WE WILL PROVIDE YOU WITH A REFUND OR CREDIT PRORATED TO REFLECT THE VALUE OF THE BLOCKED DATA SOURCE; OR 2) TERMINATE ALL OR PART OF THIS AGREEMENT OR, IF APPLICABLE, ANY AFFECTED SOW.
WITHOUT LIMITING THE FOREGOING, MORNINGSIDE, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
MORNINGSIDE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE MORNINGSIDE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND MORNINGSIDE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
13. Limitation of
Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MORNINGSIDE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL MORNINGSIDE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MORNINGSIDE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, INCLUDING DAMAGE TO NETWORKS, EQUIPMENT, OR SYSTEMS, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL MORNINGSIDE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO MORNINGSIDE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100.00, WHICHEVER IS GREATER. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF MORNINGSIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Service is controlled and operated from facilities in the United States. Morningside makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
14. Audit. The following applies if the
parties have entered into an SOW:
A. You agree to maintain complete
and accurate books and records concerning your use of the Service and
concerning your use, retention, and return/destruction of Morningside's
Confidential Information, and you shall retain such records for a period of
three (3) years following termination of expiration of this Agreement. Morningside
may, at its expense, audit your use of the Service and compliance with this Agreement.
Audits will be conducted during regular business hours at your place or places
of business and will not unreasonably interfere with your business activities.
B. If, as a result
of any such audit, Morningside identifies unauthorized use or excess use
of the Service or noncompliance with your obligations under this Agreement, you
shall pay, in addition to all fees otherwise owed, the reasonable expenses of Morningside
in conducting the audit. All such fees, charges, and expenses are due within
thirty (30) days of the invoice date. Morningside will not audit you more
frequently than once every twelve (12) months.
15. Governing Law and
Arbitration
Governing Law. You agree that: (i) the Service shall be deemed solely based in Pennsylvania; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Morningside, either specific or general, in jurisdictions other than Pennsylvania. This Agreement shall be governed by the internal substantive laws of the Commonwealth of Pennsylvania, without respect to its conflict of laws or choice of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. Sec. 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Philadelphia, Pennsylvania for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below.
Arbitration. In the unlikely event that Morningside has not been able to resolve a dispute it has with you after thirty (30) days, we each agree to resolve any claim, dispute, or controversy (excluding any Morningside claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms of Service, or the breach or alleged breach thereof, including the determination of the scope or applicability of this agreement to arbitrate (collectively, "Claims"), by binding arbitration by the Judicial Mediation and Arbitration Services ("JAMS") pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules., except as provided herein. The arbitration will be conducted in New Castle County, Delaware, unless you and Morningside agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Morningside from seeking injunctive or other equitable relief from the courts as necessary to protect any of Morningside's proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS TERMS OF SERVICE, YOU AND MORNINGSIDE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
16. General
Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Morningside without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
Force Majure. Any failure or delay by Morningside in the performance of its obligations pursuant to this Agreement will not be deemed a default or breach of the Agreement or a ground for termination to the extent such failure or delay is due to computer or Internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil unrest, rebellions or revolutions in the United States, or any nation where the obligations under this Agreement are to be executed, strikes, supplier and third-party failure, lockouts, labor difficulties, quarantines, health related orders, or other similar actions taken by governmental authorities, or any similar cause beyond the reasonable control of Morningside.
Survival. Any and all provisions, promises, and warranties contained herein, which by their nature or effect are required or intended to be observed, kept, or performed after termination or expiration of this Agreement, will survive the termination or expiration of this Agreement and remain binding upon and for the benefit of the Parties hereto.
Notification Procedures and Changes to the Agreement. Morningside may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Morningside in our sole discretion. Morningside reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Morningside is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Morningside may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the last modified' date at the bottom of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service.
Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Morningside in connection with the Service, shall constitute the entire agreement between you and Morningside concerning the Service. If any provision of this Agreement is deemed invalid by an arbitrator or a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Morningside's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Attribution: This product uses CySecBERT, developed by Markus Bayer et al. at TU Darmstadt's PEASEC research group. Bayer, M., Kuehn, P., Shanehsaz, R., & Reuter, C. (2022). CySecBERT: A Domain-Adapted Language Model for the Cybersecurity Domain. arXiv preprint arXiv:2212.02974.
Contact. Please contact us at support@morningsideinfosec.com with any questions regarding this Agreement.
Last Revised. This Agreement was last modified on Oct 9, 2025.