Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you") and AutoInfra, Inc. ("Morph," "we," "us," or "our"), governing your access to and use of our website, services, APIs, and related applications (collectively, the "Services").

By accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree with any part of these Terms, you must not access or use our Services.

IMPORTANT: These Terms contain an Arbitration Agreement and Class Action Waiver in Section 13. Unless you opt out, all disputes must be resolved by binding individual arbitration.

If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity. If not, you may not access or use the Services.

2. Definitions

• API: Morph application programming interface
• API Key: Authentication credentials for API access
• Confidential Information: Non-public information designated as confidential or that would reasonably be considered confidential
• Content: Any material submitted or made available through the Services
• Documentation: Technical specifications and usage guides provided by Morph
• Incident: Any unplanned interruption or reduction in quality of Services
• Managed Instance: A Morph deployment managed by Morph but hosted within your private cloud environment
• Paid Tier: Premium services with enhanced features and support
• Pay As You Go Tier: Public Services accessible with per-use billing
• Personal Data: Information relating to an identified or identifiable individual
• Processing: Any operation performed on data, including collection, use, storage, or deletion
• Self-Hosted: Morph software operated entirely by you on your infrastructure
• Service Credit: Credit applied to your account for SLA breaches
• SLA: Service Level Agreement as defined in Section 8
• User Data: Any data, code, or material submitted by you to the Services
• Zero Data Retention (ZDR): Custom deployment option with zero data retention policy

3. Service Description

Morph provides AI tools for code generation, editing, and transformation, via:

• API access
• Web-based tools
• Documentation and support materials
• Optional private deployments

3.1 Service Tiers

3.1.1 Free Tier (Pay As You Go)

• API access with usage-based billing
• Standard performance and rate limits
• Community support through documentation
• No training by default - your code is not used to train our models, except when you request support or we're debugging issues (see Section 5.1)
• Up to 90-day data retention
• 99.0% uptime target (no SLA credits)

3.1.2 Paid Tier

• Monthly or annual contract options
• Higher usage limits and priority processing
• Enhanced technical support with business-hours response
• No training by default - your code is not used to train our models, except when you request support or we're debugging issues (with confidentiality protections - see Section 5.2)
• 30-day data retention with secure deletion
• 99.9% uptime SLA with service credits

3.1.3 Enterprise Tier

• Custom contract terms and volume pricing
• Highest usage limits and dedicated infrastructure
• 24/7 premium support with dedicated account manager
• Zero data retention - your code is never stored, logged, or used for training under any circumstances
• Custom SLAs with enhanced uptime commitments
• Third-party audits and compliance certifications

3.2 Self-Hosted Deployments

For customers requiring self-hosted deployments, contact sales@morphllm.com to discuss:

• Full deployment within your infrastructure
• Complete data sovereignty and control
• Custom data handling policies
• Dedicated implementation and support
• Audit rights and compliance assistance

3.3 Service Availability

• We target specified uptime levels for each service tier
• Scheduled maintenance announced 48 hours in advance when possible
• Emergency maintenance may occur with minimal notice
• Service credits apply per Enterprise agreements for SLA breaches
• Maintenance windows typically scheduled during low-usage periods

3.4 Service Modifications

• Material changes to APIs require 90 days' advance notice
• Deprecated features supported for minimum 180 days after notice
• Breaking changes implemented through API versioning
• New features may be introduced without notice
• We reserve the right to modify or suspend Services at any time

4. Account Registration and Security

4.1 Account Requirements

You agree to:

• Provide accurate and complete registration information
• Maintain and update your account information
• Secure your account credentials and API keys
• Notify us immediately of any unauthorized use
• Accept responsibility for all activities under your account
• Use strong passwords and enable two-factor authentication when available

4.2 Account Security

You are responsible for:

• Safeguarding your login credentials and API keys
• Monitoring account activity for unauthorized access
• Implementing appropriate security measures for API key usage
• Reporting suspected security incidents within 24 hours
• Complying with our security guidelines and best practices

4.3 Account Suspension

We may suspend or restrict your account if:

• You violate these Terms or our Acceptable Use Policy
• Your account shows signs of suspicious or unauthorized activity
• You fail to pay outstanding invoices after notice
• We reasonably believe suspension is necessary to protect our Services or other users

5. Data Usage and Retention

We've designed Morph with privacy in mind. We do not use your code or content to train our models, except when you request customer support or when we're debugging issues to improve service quality. Data handling varies by service tier and is detailed in our Privacy Policy. Here's a summary:

5.1 Free Tier (Pay As You Go)

• No Training by Default: We do not use your code to train our models as a standard practice
• Customer Support Exception: When you report an issue, request support, or encounter errors, we may use your data to investigate problems, train our models to prevent similar issues, and improve service quality for all users
• Retention: We retain your code and content for up to 90 days to enable support, debugging, and access to your history
• Human Review: Our team may review submissions for safety, abuse prevention, and when providing customer support
• Anonymization: Data may be anonymized after the retention period for analytics
• Not Confidential: Free tier submissions are not treated as confidential

Free tier users should not submit highly confidential or sensitive information. Upgrade to a paid plan for enhanced privacy protections.

5.2 Paid Tier

• No Training by Default: We do not use your code to train our models as a standard practice
• Customer Support Exception: When you report an issue, request support, or encounter errors, we may use your data (with confidentiality protections and enhanced anonymization) to investigate problems, improve service quality, and resolve technical issues
• Retention: We retain your code and content for up to 30 days to enable support and debugging
• Limited Access: Human review only when necessary for debugging, support, abuse prevention, or legal compliance
• Confidentiality: Your submissions are treated as confidential information
• Enhanced Security: Dedicated access controls, audit logging, and segregated storage
• Secure Deletion: Data permanently deleted after retention period

5.3 Enterprise Tier (Zero Data Retention)

Enterprise customers receive our highest level of privacy protection:

• Zero Retention: Code and content processed exclusively in memory and never written to persistent storage
• Zero Training: We do not use your submissions to train or improve our models. Period.
• Immediate Purge: All data purged from memory immediately after processing completes
• No Logging: No logs containing code content or derivatives
• No Human Access: Our team cannot access your data except when you explicitly grant time-limited access for support
• Third-Party Audits: Regular independent audits verify our zero-retention implementation

Contact sales@morphllm.com to discuss enterprise options and custom data handling requirements.

5.4 Self-Hosted Deployments

Self-hosted deployments provide complete control:

• Your Infrastructure: All processing occurs within your environment
• Your Policies: Data retention governed entirely by your configurations
• No Transmission: Nothing sent to Morph servers unless you enable telemetry or request support
• Optional Telemetry: If enabled, only anonymized usage metrics (no code content)

5.5 Data Security Measures

• Encryption in Transit: All data encrypted using TLS 1.3 or better
• Encryption at Rest: Data at rest encrypted using AES-256
• Access Controls: Role-based access controls and audit logging
• Security Assessments: Regular security assessments and penetration testing
• Compliance: SOC 2 Type II compliance maintained
• Incident Response: 24/7 security monitoring and incident response

5.6 Data Deletion Procedures

• Automated Deletion: Automated processes enforce retention limits
• Secure Deletion: Follows NIST 800-88 secure deletion standards
• Confirmation: Deletion confirmation available upon request
• Backup Deletion: Backups deleted within 90 days of primary deletion
• Audit Trail: Deletion activities logged for compliance purposes

6. Intellectual Property

6.1 Morph IP

Morph owns all rights, title, and interest in the Services, including software, models, algorithms, and documentation. No license is granted except as explicitly described in these Terms.

6.2 Your IP

You retain all rights to content you submit to the Services. You grant Morph a limited license to use your content only as necessary to provide Services according to your chosen tier (see Section 5).

6.3 Generated Content

• Ownership: You own the output generated from your inputs
• Morph Rights: Morph retains rights to its models, software, and techniques used to generate outputs
• No Uniqueness Guarantee: Similar outputs may be generated for different users
• No Warranty: No warranty provided regarding intellectual property rights in outputs
• Third-Party Rights: You are responsible for ensuring outputs do not infringe third-party rights

6.4 Feedback and Suggestions

Any feedback or suggestions you provide become our property and may be used without restriction or compensation.

7. Payments and Billing

7.1 Payment Terms

• Pay As You Go: Charged monthly in arrears based on actual usage
• Paid Tier: Invoiced according to your service agreement
• Payment Due: Net 30 days unless otherwise specified
• Late Fees: 1.5% per month or maximum allowed by law on overdue amounts
• Currency: All prices in USD unless otherwise specified

7.2 Price Changes

• Prices may change with 30 days' advance written notice
• Price increases for existing custom agreements require agreement amendment
• Continued use after price change constitutes acceptance
• Paid Tier customers may terminate without penalty during notice period

7.3 Refunds and Service Credits

• No Refunds: All payments are non-refundable except as required by law or for SLA breaches
• Service Credits: Available for Paid Tier SLA failures as specified in Section 8
• Disputed Charges: Must be reported within 30 days of invoice date
• Pro-rated Refunds: Available for terminated Paid Tier subscriptions at our sole discretion
• Credit Application: Service credits applied to future invoices

7.4 Suspension for Non-Payment

• Notice: 30 days written notice before suspension for non-payment
• Suspension: Services may be suspended after notice period expires
• Data Retention: Data retained during suspension according to tier policies
• Reinstatement: Services reinstated upon payment of outstanding amounts plus any applicable fees

7.5 Free Trial

• Any free trial automatically converts to paid subscription unless canceled before trial ends
• Trial limitations and terms specified at signup
• No refunds for charges incurred after trial conversion
• Trial abuse may result in account termination

7.6 Enterprise and Self-Hosted Pricing

Enterprise and self-hosted pricing is governed by separate custom agreements and statements of work tailored to your specific requirements and usage patterns.

8. Service Level Agreements

8.1 SLA Definitions

• Uptime: Percentage of time Services are available and responsive
• Downtime: Time when Services are unavailable due to system failures
• Planned Maintenance: Excluded from uptime calculations
• Response Time: Time to acknowledge and begin addressing incidents

8.2 SLA Commitments by Tier

8.2.1 Free Tier (Pay As You Go)

• Uptime Target: 99.0% (no SLA credits)
• Support: Community support through documentation
• Response Time: No guaranteed response time

8.2.2 Paid Tier

• Uptime SLA: 99.9% monthly uptime
• Support Response: Business hours (9 AM - 6 PM PT, Monday-Friday)
• Critical Issues: 4-hour response time
• Non-Critical Issues: 24-hour response time

8.2.3 Enterprise Tier and Self-Hosted

Enterprise and self-hosted customers receive custom SLA terms tailored to their requirements. Contact sales@morphllm.com to discuss enhanced uptime commitments, 24/7 support, and dedicated response options.

8.3 Service Credits

• Paid Tier: 10% of monthly fees for each 0.1% below 99.9% uptime
• Enterprise Tier: Service credits as defined in your custom agreement
• Maximum Credits: 100% of monthly fees for the affected month
• Credit Requests: Must be requested within 30 days of incident
• Application: Credits applied to next month's invoice

8.4 SLA Exclusions

SLAs do not apply to downtime caused by:

• Scheduled maintenance (with proper notice)
• Your actions or omissions
• Third-party services or infrastructure
• Force majeure events
• Security incidents requiring emergency response
• Your failure to follow documented procedures

9. Disclaimers and AI-Specific Limitations

9.1 Service Disclaimers

THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.2 AI Model Limitations

You acknowledge and agree that:

• Accuracy: Model outputs may be inaccurate, incomplete, or misleading
• Bias: Models may exhibit bias reflecting training data limitations
• Code Quality: Generated code may contain errors, security vulnerabilities, or inefficiencies
• Validation Required: You must validate all generated content before use
• Similar Outputs: Models may produce similar outputs for different users
• Training Limitations: Model performance limited by training data and methodologies

9.3 Content Disclaimers

• No Endorsement: We do not endorse any user-generated content or model outputs
• User Responsibility: You are responsible for compliance with applicable laws and regulations
• IP Rights: No warranty regarding intellectual property rights in outputs
• Third-Party Content: We are not responsible for third-party content accessible through Services
• Professional Advice: Services do not constitute professional advice of any kind

9.4 Use at Your Own Risk

You use the Services at your own risk and are solely responsible for any consequences of such use.

10. Limitation of Liability

10.1 Damages Exclusion

IN NO EVENT SHALL MORPH BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES
• LOST PROFITS, DATA, REVENUE, OR BUSINESS OPPORTUNITIES
• DAMAGES RESULTING FROM MODEL OUTPUTS OR GENERATED CODE
• THIRD-PARTY CLAIMS RELATED TO YOUR USE OF SERVICES
• BUSINESS INTERRUPTION OR LOSS OF USE
• COST OF SUBSTITUTE SERVICES OR TECHNOLOGY

10.2 Liability Cap

Our total liability to you is limited to:

• Free Tier: Lesser of $500 or amounts paid in the prior 12 months
• Paid Tier: Lesser of $10,000 or amounts paid in the prior 12 months
• Enterprise Tier: As specified in your custom agreement

10.3 Essential Failure

If any remedy fails its essential purpose, our liability remains subject to these limitations.

10.4 Basis of Bargain

These limitations reflect the allocation of risk and are a fundamental element of the basis of our agreement.

11. Indemnification

11.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Morph and its officers, directors, employees, and agents from any claims, damages, or expenses arising from:

• Your use of the Services
• Your violation of these Terms or applicable law
• Your content or data submitted to the Services
• Infringement of third-party rights by your use of Services
• Your violation of our Acceptable Use Policy

11.2 Morph Indemnification (Paid and Enterprise Tiers)

For Paid and Enterprise Tier customers, Morph will defend you against third-party claims that our Services infringe valid patents, copyrights, or trademarks, subject to:

• Prompt written notice of claims
• Sole control of defense and settlement
• Your reasonable cooperation
• Exclusions for modifications, combinations, or misuse

11.3 Remedies

Our remedies for indemnified claims include obtaining licenses, modifying Services, or terminating access with refund of prepaid fees.

12. Termination

12.1 Termination by You

You may terminate your account at any time by:

• Canceling through your account dashboard
• Providing written notice to support
• Following procedures specified in your service agreement

12.2 Termination by Morph

We may suspend or terminate your access immediately if:

• You materially breach these Terms
• You violate our Acceptable Use Policy
• You fail to pay amounts due after notice
• Your account poses security risks
• Required by law or legal process

12.3 Effect of Termination

Upon termination:

• Your access to Services ends immediately
• Data handling follows your tier's retention policy
• Outstanding payment obligations survive
• You must cease using any downloaded software
• Mutual confidentiality obligations survive

12.4 Data Retrieval

For Paid Tier customers, we will provide reasonable assistance retrieving your data for 30 days after termination, subject to applicable fees.

13. Dispute Resolution and Arbitration

13.1 Informal Resolution

Before initiating arbitration, you must attempt to resolve disputes informally by contacting legal@morphllm.com and allowing 60 days for resolution.

13.2 Binding Arbitration

All disputes arising from these Terms shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

13.3 Class Action Waiver

You waive any right to participate in class action lawsuits or class-wide arbitration. All disputes must be brought individually.

13.4 Opt-Out

You may opt out of this arbitration provision within 30 days of first use by emailing legal@morphllm.com with your name, address, and clear statement of opt-out intent.

13.5 Exceptions

Claims for intellectual property infringement or requests for injunctive relief may be brought in court.

13.6 Arbitration Rules

• Location: San Francisco, California
• Language: English
• Costs: Each party bears own costs unless arbitrator awards costs to prevailing party
• Appeals: Limited appeal rights under Federal Arbitration Act

14. Governing Law

These Terms are governed by California law, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15. Changes to Terms

15.1 Modification Rights

We may revise these Terms at any time by posting updated Terms on our website. Material changes will be announced via email or account notifications.

15.2 Effective Date

Changes become effective 30 days after posting, except:

• Changes required by law (effective immediately)
• Changes benefiting users (effective immediately)
• Security-related changes (effective upon posting)

15.3 Continued Use

Continued use of Services after changes become effective constitutes acceptance of modified Terms.

15.4 Custom Agreements

Changes to these Terms do not modify existing custom agreements unless explicitly amended.

16. Severability

If any provision is found invalid or unenforceable, the remainder continues in full force and effect. Invalid provisions will be modified minimally to make them enforceable.

17. Entire Agreement

These Terms, our Privacy Policy, and any signed custom agreement comprise the entire agreement between you and Morph, superseding all prior agreements and understandings.

18. Acceptable Use Policy

18.1 Prohibited Uses

You may not use the Services to:

• Generate malicious code, malware, viruses, or security exploits
• Create content that violates intellectual property rights
• Circumvent security measures, rate limits, or access controls
• Generate illegal, harmful, threatening, or offensive content
• Violate export control, sanctions, or other applicable laws
• Reverse engineer or attempt to extract model weights or training data
• Use automated systems to abuse free tiers, trials, or service limits
• Impersonate others or provide false identity information
• Interfere with or disrupt Services or other users' access
• Access Services from prohibited jurisdictions

18.2 Content Restrictions

You may not submit content that:

• Contains personally identifiable information without consent
• Infringes copyrights, patents, or other intellectual property
• Contains confidential information of third parties
• Violates privacy rights or applicable data protection laws
• Is designed to train competing AI models
• Contains hate speech, harassment, or discriminatory content

18.3 Security Requirements

You must:

• Implement appropriate security measures for API access
• Monitor for unauthorized use of your account
• Report security incidents promptly
• Follow our published security guidelines
• Use Services only for legitimate business purposes

18.4 Enforcement

Violations may result in warning, suspension, or termination without refund. We may also report violations to law enforcement when appropriate.

19. Export Controls and Compliance

19.1 Export Regulations

Services may be subject to U.S. export control laws, including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). You agree to comply with all applicable export regulations.

19.2 Prohibited Jurisdictions

Services may not be available in certain countries due to legal restrictions, including countries subject to U.S. economic sanctions.

19.3 End User Compliance

You represent that you and your end users are not:

• Listed on any government prohibited parties lists
• Located in prohibited jurisdictions
• Engaging in prohibited end uses
• Subject to applicable sanctions or restrictions

19.4 Compliance Certifications

Paid Tier customers may request compliance documentation subject to our policies and applicable confidentiality requirements.

20. Privacy and Data Protection

20.1 Privacy Policy Integration

Our Privacy Policy is incorporated by reference and governs personal data collection, use, and protection practices.

20.2 GDPR Rights

EU residents have specific rights regarding personal data processing as outlined in our Privacy Policy, including rights to access, rectification, erasure, and portability.

20.3 CCPA Rights

California residents have specific privacy rights under the California Consumer Privacy Act as described in our Privacy Policy.

20.4 Cookie Policy

We use cookies and similar technologies as described in our Cookie Policy to improve Services and user experience.

20.5 International Transfers

Personal data may be transferred to countries outside your jurisdiction for processing, subject to appropriate safeguards as described in our Privacy Policy.

21. Force Majeure

Neither party shall be liable for delays or failures in performance due to causes beyond reasonable control, including:

• Natural disasters, fires, floods, or severe weather
• Cyberattacks, security incidents, or infrastructure failures
• Government actions, laws, regulations, or court orders
• Labor disputes, strikes, or work stoppages
• Pandemics, epidemics, or public health emergencies
• War, terrorism, or civil unrest

The affected party must promptly notify the other party and use reasonable efforts to minimize impact.

22. Accessibility

We are committed to making our Services accessible to users with disabilities and strive to comply with Web Content Accessibility Guidelines (WCAG) 2.1 AA standards. If you encounter accessibility barriers, please contact us for assistance.

23. Contact Information

AutoInfra, Inc.
San Francisco, CA 94109, USA

• General Inquiries: info@morphllm.com
• Technical Support: support@morphllm.com
• Legal Notices: legal@morphllm.com
• Privacy Matters: privacy@morphllm.com
• Security Issues: security@morphllm.com

For Paid Tier customers, contact your designated account manager or use the priority support channels specified in your agreement.

24. Enterprise Agreement Supersession

24.1 Custom Enterprise Agreements

If you have executed a separate Enterprise Agreement, Master Service Agreement, or other custom contract with AutoInfra, Inc. ("Enterprise Agreement"), the terms and conditions of such Enterprise Agreement shall supersede and replace these Terms of Service in their entirety or in part as specified in the Enterprise Agreement.

24.2 Enterprise Tier Default Terms

Enterprise Tier customers automatically receive enhanced terms including:

• Zero Data Retention: Mandatory zero data retention with all processing conducted exclusively in volatile memory (no training use of customer data)
• Enhanced IP Indemnification: Expanded indemnification provisions for intellectual property infringement claims
• Custom SLAs: Enhanced uptime commitments, priority response times, and increased service credits
• Audit Rights: Access to compliance documentation, third-party audit reports, and reasonable customer audit rights
• Enhanced Support: 24/7 premium support with dedicated account management

24.3 Additional Custom Modifications

Enterprise Agreements may include additional custom modifications to standard terms:

• Liability and Damages: Modified liability caps and consequential damages provisions
• Data Security and Compliance: Industry-specific certifications (HIPAA, FedRAMP, etc.)
• Governing Law and Dispute Resolution: Alternative governing law and dispute mechanisms
• Confidentiality: Enhanced confidentiality obligations and extended NDA terms
• Termination Rights: Modified termination provisions and transition assistance
• Insurance Requirements: Specific coverage requirements and additional insured provisions

24.4 Order of Precedence

In the event of any conflict between these Terms of Service and an executed Enterprise Agreement, the following order of precedence shall apply:

1. Executed Enterprise Agreement and its exhibits
2. Statements of Work or Order Forms referencing the Enterprise Agreement
3. Service-specific addenda or data processing agreements
4. These Terms of Service (to the extent not superseded)
5. Published policies and documentation

24.5 Enterprise Inquiries

Organizations interested in establishing an Enterprise Agreement with custom terms should contact our enterprise sales team at sales@morphllm.com or through their designated account representative. Enterprise Agreements are subject to minimum commitment thresholds and may require additional negotiation and approval processes.

24.6 Verification of Enterprise Status

If you believe you are covered by an Enterprise Agreement but are being asked to accept these standard Terms of Service, please contact legal@morphllm.com with your organization name and agreement reference number for verification and proper account configuration.