Terms of Service

The Simple Version

Enterprise Licensing

Our Enterprise license provides additional features, support, and protections beyond our standard offering. Enterprise customers benefit from:

• • Advanced security features and compliance controls
• • Dedicated support with faster response times
• • Custom data retention and processing options
• • Service Level Agreements (SLAs) with guaranteed uptime
• • Enhanced API rate limits and performance

For Enterprise pricing and licensing details, please contact our team at founders@morphik.ai.

The Complete Terms

1. Introduction and Structure

These Terms of Service (“Terms”) govern your access to and use of the websites, applications, APIs, documentation, and hosted services provided by Morphik, Inc. (“Morphik”, “we”, “us”, or “our”) (collectively, the “Services”).

As used in these Terms:

• “Customer”, “you”, or “your” means the individual accepting these Terms and any company, organization, or other legal entity on whose behalf that individual accepts these Terms.
• “User” means any individual who accesses or uses the Services under your account, including your employees, contractors, and end users.

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, or if you do not have the authority to bind your organization, you must not use the Services.

1.1 Order Forms and Enterprise Agreements

If you and Morphik sign a separate written agreement (for example, a Master Services Agreement, Enterprise License Agreement, Order Form, or Data Processing Agreement) that expressly governs your use of the Services, that agreement will control to the extent of any conflict with these Terms.

For any part of the Services not covered by a separate agreement, these Terms apply.

2. Eligibility, Accounts, and Security

You must be at least the age of majority in your jurisdiction (and in any event at least 16 years old) and able to form a binding contract to use the Services.

You are responsible for:

• Ensuring that all registration information you provide is accurate and kept up to date.
• Maintaining the confidentiality of your account credentials, API keys, and access tokens.
• All activities that occur under your account, including those by Users.

You agree to notify us immediately at founders@morphik.ai of any unauthorized use of your account or any other breach of security. Morphik is not liable for any loss or damage arising from your failure to comply with these obligations.

3. Access to the Services

3.1 License Grant

Subject to these Terms and any applicable Order Form or enterprise agreement, Morphik grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during your subscription term or evaluation period, solely for your internal business purposes, in accordance with:

• These Terms,
• Our Privacy Policy, and
• Any usage limits, plan features, or other restrictions described on our website or in an Order Form (e.g., number of documents, queries, and workspaces).

All rights not expressly granted to you are reserved by Morphik and its licensors.

3.2 Free Tier and Trials

We may offer free, trial, or evaluation access to some or all of the Services. We may change, limit, or discontinue any free or trial offering at any time, without notice. Free and trial Services are provided as-is and without any service-level commitments.

3.3 Beta Features

We may make certain features or functionality available as alpha, beta, or pre-release (“Beta Features”). Beta Features may be unstable, incomplete, or changed at any time. You choose whether to use them. Beta Features are provided as-is, at your own risk, and without warranties or SLAs.

4. Data Privacy, Customer Data, and Ownership

You retain all rights to your data.

“Customer Data” means the documents, files, and other content you or your Users upload or connect to the Services (for example, PDFs, blueprints, technical manuals, and contracts), any data synchronized from third-party sources you enable (such as Google Drive or other storage providers), the queries, prompts, and other inputs you provide to the Services, and the outputs generated by the Services based on those inputs (“Outputs”).

You (or your licensors) own your Customer Data. We do not claim ownership of Customer Data.

You grant Morphik a limited, worldwide, non-exclusive license to host, store, process, transmit, and display Customer Data only to:

• provide and maintain the Services (including indexing, embedding, search, retrieval, and AI/LLM calls you configure),
• prevent or address service, security, and support issues at your request, and
• comply with applicable law and enforce these Terms.

We will only use your data as described in our Privacy Policy and in accordance with applicable data protection laws.

We do not use Customer Data to train generalized or public AI models unless a separate written agreement with you explicitly allows that.

We may collect and analyze anonymized, aggregated data about use of the Services (for example, high-level statistics such as document counts, query volume, and performance metrics) to operate, secure, and improve the Services. Such aggregated data will not identify you, your Users, or your specific documents.

5. Self-Hosted and Enterprise Deployments

For self-hosted, on-premise, or dedicated enterprise deployments of Morphik software:

• The handling of data, security controls, and retention will be governed primarily by the written agreement between Morphik and your organization.
• Your organization is responsible for securing and managing its own infrastructure, networks, and access to any self-hosted instance.
• These Terms apply only to the limited personal information and services that Morphik processes and provides directly (such as cloud management planes, support portals, and billing systems), unless your enterprise agreement states otherwise.

6. Acceptable Use

You agree not to, and not to allow any third party to:

• use the Services in any unlawful, harmful, fraudulent, or abusive way;
• upload, transmit, or make available any Customer Data that infringes or misappropriates any third-party rights, or that contains malicious code or security threats;
• attempt to gain unauthorized access to the Services or related systems, or bypass any security or access controls;
• use the Services to develop, train, or improve a product or service that competes with Morphik, or to perform model extraction or other attempts to replicate or reverse engineer the models or systems underlying the Services; or
• interfere with or disrupt the operation of the Services or any other user’s use of the Services.

Morphik may suspend or restrict access to the Services if we reasonably believe your use violates these Terms, poses a security risk, or could subject Morphik or others to liability.

7. Third-Party Services and Model Providers

The Services may integrate with or depend on third-party services and model providers (for example, cloud storage providers or AI/LLM APIs) (“Third-Party Services”).

Your use of Third-Party Services is subject to their own terms and privacy policies. Morphik does not control and is not responsible for Third-Party Services.

When you enable a connector or configure a model provider, you authorize us to send the necessary portions of your Customer Data to that Third-Party Service only as needed to provide the Services you have configured.

8. Privacy and Data Protection

Your use of the Services is subject to our Privacy Policy, which describes how we collect, use, and protect personal information.

For Enterprise customers, Morphik may enter into additional data protection terms, including a Data Processing Agreement (“DPA”) and/or Business Associate Agreement (“BAA”) where required by law or by contract. If there is a conflict between these Terms and a signed DPA or BAA, the DPA or BAA will govern with respect to the processing of personal data or protected health information.

9. Fees, Billing, and Taxes

Some features or tiers of the Services require payment of fees (“Fees”).

• You agree to pay all applicable Fees in accordance with the pricing and billing terms presented to you on our website or in an Order Form.
• Fees are generally billed in advance on a recurring basis (e.g., monthly or annually) or as otherwise stated in your plan or Order Form.
• All Fees are non-refundable unless required by law or expressly stated otherwise in your plan or Order Form.
• We may change our pricing or plan features from time to time. For existing paid subscriptions, we will provide notice of material changes in advance as required by applicable law or your contract.

You are responsible for all taxes, duties, and similar governmental assessments associated with your purchases, excluding taxes based on Morphik’s net income.

For Enterprise customers, custom payment terms, discounts, and invoicing details will be set out in the applicable Order Form or agreement.

10. Term, Suspension, and Termination

These Terms take effect when you first access the Services and continue until terminated.

You may terminate these Terms at any time by:

• Closing your account and ceasing all use of the Services, and
• Paying any outstanding Fees.

Morphik may suspend or terminate your access to the Services (or any portion thereof) at any time if:

• You breach these Terms or applicable law and do not cure the breach (where curable) within a reasonable period after notice;
• Your account remains unpaid past the applicable due date;
• We cease offering the Services generally; or
• We reasonably believe your use poses a security risk or could cause harm.

For Enterprise customers, the termination provisions in your signed agreement will control to the extent of any conflict with this section.

10.1 Effect of Termination

Upon termination:

• Your right to access and use the Services will immediately stop.
• We may delete or deactivate your account and associated data from active systems, subject to our data retention practices and any contractual obligations.
• Sections that by their nature should survive (including, without limitation, ownership provisions, confidentiality, warranty disclaimers, limitations of liability, and indemnity) will continue in effect.

11. Confidentiality

“Confidential Information” means non-public information disclosed by one party to the other that is marked or otherwise identified as confidential, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Data is your Confidential Information. The Services (including their design and performance information) are Morphik’s Confidential Information.

Each party will:

• Use the other party’s Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms; and
• Protect the other party’s Confidential Information with at least the same degree of care it uses to protect its own confidential information, and no less than reasonable care.

These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party, is rightfully received from a third party, or is independently developed without use of the Confidential Information.

A party may disclose Confidential Information if required by law, subpoena, or court order, provided it (where legally permitted) gives prompt notice to the other party and cooperates in any effort to seek confidential treatment.

12. Intellectual Property and Feedback

The Services, including all software, models, documentation, designs, and other content, are owned by Morphik or its licensors and are protected by intellectual property laws. Except for the limited rights expressly granted in these Terms, Morphik reserves all rights, title, and interest in and to the Services.

If you choose to provide feedback, suggestions, or ideas regarding the Services (“Feedback”), you grant Morphik a worldwide, perpetual, irrevocable, royalty-free license to use and exploit the Feedback for any purpose, without any obligation or compensation to you.

Open-source components, if any, are provided under their own applicable licenses and are not governed by these Terms to the extent of a conflict.

13. Warranties and Disclaimers

You represent and warrant that:

• You have all necessary rights and permissions to submit Customer Data and enable your Users to use the Services;
• Your use of the Services will comply with these Terms and applicable laws; and
• Customer Data does not violate any third-party rights or agreements.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, MORPHIK AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

MORPHIK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR THAT ANY DATA OR OUTPUTS WILL BE ACCURATE OR COMPLETE.

Outputs generated by the Services may be inaccurate, incomplete, or inappropriate for your particular use case. You are solely responsible for reviewing Outputs and deciding whether and how to use them.

14. Indemnification

You agree to indemnify, defend, and hold harmless Morphik and its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

1. Your use of the Services in violation of these Terms or applicable law;
2. Your Customer Data, including any allegations that it infringes or misappropriates a third party’s rights; or
3. Your breach of any representations, warranties, or obligations under these Terms.

We will promptly notify you of any claim and cooperate at your expense. You will not settle any claim without Morphik’s prior written consent if the settlement imposes any obligation on Morphik or does not unconditionally release Morphik from liability.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MORPHIK BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF MORPHIK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

MORPHIK’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE FEES YOU PAID TO MORPHIK FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) $100 IF YOU ARE USING THE FREE TIER.

THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS OR YOUR INDEMNITY OBLIGATIONS.

16. Governing Law and Venue

These Terms, and any dispute arising out of or relating to them or the Services, will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

The parties agree that the exclusive jurisdiction and venue for any action arising out of or relating to these Terms or the Services will be the state and federal courts located in San Francisco County, California, and each party consents to the personal jurisdiction of those courts.

17. Changes to These Terms

We may update these Terms from time to time. When we do, we will revise the “Last Updated” date at the top of this page. If we make material changes, we may also provide additional notice (for example, by email or in-product notice), where required by law.

Your continued use of the Services after any changes become effective constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Services.

For Enterprise customers, the change provisions in your signed agreement will control to the extent of any conflict.

18. General

• Assignment. You may not assign or transfer these Terms or your rights under them without Morphik’s prior written consent. Morphik may freely assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets.
• Force Majeure. Morphik will not be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or internet or telecommunications failures.
• Notices. Notices to Morphik must be sent to founders@morphik.ai (or another email we designate) or to our then-current business address on our website. We may provide notices to you via email, in-product notifications, or by posting on our website.
• Entire Agreement. These Terms, together with any applicable Order Forms, enterprise agreements, and referenced policies (including our Privacy Policy), constitute the entire agreement between you and Morphik regarding the Services.
• Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
• No Waiver. Failure by Morphik to enforce any provision will not be deemed a waiver of that provision or any other provision.

If you have any questions about these Terms, please contact us at founders@morphik.ai.