End User License Agreement

1. Definitions

• "AutoInfra" or "Morph" or "we" or "us" means AutoInfra, Inc., a Delaware corporation.
• "Software" means any Morph software, including but not limited to: the Morph API client libraries and SDKs, command-line interface (CLI) tools, IDE plugins and extensions (for VS Code, JetBrains, Neovim, Cursor, Windsurf, and others), web applications, self-hosted deployment packages, model weights (where applicable), documentation, sample code, updates, patches, and any related materials.
• "Services" means the Morph hosted API services, cloud infrastructure, and related online services accessed through the Software.
• "You" or "Licensee" means the individual or entity accepting this Agreement.
• "Authorized Users" means employees, contractors, or agents authorized by Licensee to use the Software.
• "Output" means any code, text, or other content generated by the Software or Services based on your inputs.
• "Derivative Work" means any modification, enhancement, adaptation, or work based upon the Software.
• "Confidential Information" means non-public technical, business, or other information disclosed by either party.

2. License Grant

2.1 Grant of License

Subject to your compliance with this Agreement, Morph grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

• (a) Download, install, and use the Software solely for your internal business purposes or personal use;
• (b) Access and use the Services through the Software in accordance with our Terms of Service;
• (c) Use documentation and sample code to integrate the Software with your applications;
• (d) Make a reasonable number of backup copies of the Software for archival purposes.

2.2 License Tiers

The scope of your license depends on your subscription tier. Additional rights may be granted under separate Enterprise Agreements or commercial licenses.

2.3 Open Source Components

Certain components of the Software may be licensed under open source licenses (e.g., MIT, Apache 2.0). Such components are identified in the Software documentation or source code. Your use of open source components is governed by their respective licenses, which take precedence over this Agreement solely with respect to those components.

3. License Restrictions

3.1 Prohibited Actions

Except as expressly permitted by this Agreement or applicable law, you shall not:

• (a) Reverse Engineer: Decompile, disassemble, reverse engineer, or otherwise attempt to derive source code, algorithms, model architectures, model weights, training data, or trade secrets from the Software;
• (b) Modify: Modify, adapt, translate, or create Derivative Works of the Software, except as explicitly permitted for integration purposes;
• (c) Redistribute: Distribute, sublicense, lease, rent, loan, sell, or otherwise transfer the Software or any rights therein to any third party;
• (d) Circumvent: Remove, alter, or circumvent any proprietary notices, labels, license keys, security measures, or technological protection measures;
• (e) Compete: Use the Software to develop, train, or improve any competing AI models, products, or services without explicit written permission;
• (f) Extract: Use data mining, scraping, or similar techniques to extract model weights, training data, or proprietary information from the Software or Services;
• (g) Benchmark: Publish performance benchmarks or comparisons without prior written consent;
• (h) Misrepresent: Misrepresent the origin, authorship, or ownership of the Software or claim endorsement by Morph;
• (i) Harm: Use the Software to generate malicious code, malware, security exploits, or content that violates applicable laws;
• (j) Exceed Scope: Use the Software beyond the scope of the license tier you have purchased or been granted.

3.2 Model and Algorithm Protection

The AI models, algorithms, and neural network architectures underlying the Software constitute valuable trade secrets and proprietary technology of Morph. You specifically agree not to:

• Attempt to extract, reconstruct, or approximate model weights or parameters;
• Use outputs to train competing AI models (model distillation);
• Probe the Software systematically to infer training data or model behavior;
• Share API responses or outputs for the purpose of model replication.

3.3 Compliance Monitoring

We reserve the right to monitor usage patterns to ensure compliance with this Agreement. Suspected violations may result in account suspension pending investigation.

4. Intellectual Property Rights

4.1 Morph Ownership

Morph and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights therein. This includes, without limitation:

• Source code, object code, and documentation;
• AI models, algorithms, neural network architectures, and model weights;
• Training methodologies, datasets, and techniques;
• User interfaces, designs, and visual elements;
• Trademarks, service marks, trade names, and logos;
• Patents, patent applications, and patent rights;
• Trade secrets and proprietary information;
• All improvements, modifications, and Derivative Works.

This Agreement does not grant you any ownership rights. You receive only the limited license rights expressly granted herein.

4.2 Your Content and Inputs

You retain all rights to the code, content, and data you submit to the Software or Services ("Your Content"). You grant Morph a limited license to process Your Content solely to provide the Services as described in our Privacy Policy and Terms of Service.

4.3 Output Ownership

Subject to the following conditions, you own the Output generated from Your Content:

• (a) Morph retains all rights in the underlying models, algorithms, and technology used to generate Output;
• (b) Output may be similar or identical to output generated for other users;
• (c) Morph makes no representations regarding intellectual property rights in Output;
• (d) You are solely responsible for ensuring Output does not infringe third-party rights;
• (e) Output may not be used to train competing AI models.

4.4 Feedback

If you provide suggestions, ideas, enhancement requests, or other feedback regarding the Software ("Feedback"), you hereby assign to Morph all right, title, and interest in such Feedback. Morph may use Feedback without restriction or compensation.

4.5 Trademark License

You may use Morph trademarks solely to accurately identify that your product integrates with Morph, provided you comply with our brand guidelines and do not imply endorsement or affiliation beyond the actual relationship.

5. Data Handling and Privacy

5.1 Privacy Policy

Your use of the Software is subject to our Privacy Policy, which describes how we collect, use, and protect your data. The Privacy Policy is incorporated by reference into this Agreement.

5.2 Data Collection

The Software may collect:

• Usage Data: Information about how you use the Software, including feature usage, error logs, and performance metrics;
• Device Information: Operating system, hardware configuration, and network information;
• Content Data: Code and content you submit for processing (subject to your tier's data handling policy);
• Account Data: Registration information and authentication credentials.

5.3 Telemetry and Analytics

Certain Software components may include telemetry features that collect anonymized usage statistics. You may opt out of non-essential telemetry through Software settings where available. Essential telemetry required for security, abuse prevention, and service operation cannot be disabled.

5.4 Data Security

We implement industry-standard security measures to protect data transmitted through the Software. However, no method of transmission or storage is 100% secure. You are responsible for securing your credentials and local installations.

6. Updates and Modifications

6.1 Software Updates

Morph may release updates, patches, bug fixes, and new versions of the Software. Some updates may be automatically installed; others may require manual action. Updates are subject to this Agreement unless accompanied by a separate license.

6.2 Automatic Updates

By using the Software, you consent to automatic updates that may modify, add, or remove features. You may disable automatic updates in Software settings where available, but certain security updates may be mandatory.

6.3 Version Support

Morph provides support only for the current version and immediately preceding major version. Older versions may continue to function but are not supported and may have security vulnerabilities.

6.4 API Changes

APIs may change over time. We will provide reasonable notice of material changes. Deprecated APIs will be supported for a minimum of 180 days after deprecation notice.

7. Third-Party Components

7.1 Third-Party Software

The Software may include or depend on third-party software components, libraries, or services. Such components are subject to their respective license terms, which are available in the Software documentation or upon request.

7.2 Third-Party Services

The Software may integrate with third-party services (e.g., cloud providers, authentication services). Your use of third-party services is subject to their terms of service. Morph is not responsible for third-party service availability, security, or compliance.

7.3 No Warranties for Third Parties

Morph makes no representations or warranties regarding third-party components or services. Any issues with third-party components should be directed to the respective third-party providers.

8. Warranties and Disclaimers

8.1 Limited Warranty

Morph warrants that the Software will perform substantially in accordance with the documentation for a period of ninety (90) days from your initial download ("Warranty Period"). Your sole remedy for breach of this warranty is, at Morph's option, repair, replacement, or refund of fees paid.

8.2 Disclaimer of Warranties

EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. MORPH DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO:

• WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE;
• WARRANTIES OF NON-INFRINGEMENT AND TITLE;
• WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE;
• WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE;
• WARRANTIES REGARDING ACCURACY, RELIABILITY, OR COMPLETENESS OF OUTPUT.

8.3 AI-Specific Disclaimers

You acknowledge and agree that:

• Accuracy: AI-generated Output may be inaccurate, incomplete, biased, or inappropriate;
• Code Quality: Generated code may contain bugs, security vulnerabilities, or inefficiencies;
• Validation Required: You must review and validate all Output before use in production;
• No Professional Advice: Output does not constitute legal, medical, financial, or other professional advice;
• Similar Outputs: Other users may receive similar or identical Output;
• Model Limitations: AI models have inherent limitations and may produce unexpected results.

8.4 Beta and Pre-Release Software

Beta, preview, or pre-release Software is provided "AS IS" without any warranty. Such Software may be unstable, contain bugs, and should not be used in production environments.

9. Limitation of Liability

9.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MORPH, ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES;
• COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
• DAMAGES ARISING FROM AI OUTPUT, GENERATED CODE, OR MODEL BEHAVIOR;
• SECURITY BREACHES OR DATA LOSS;
• BUSINESS INTERRUPTION OR SYSTEM FAILURES;
• THIRD-PARTY CLAIMS OR INFRINGEMENT ALLEGATIONS.

9.2 Liability Cap

MORPH'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

9.3 Exceptions

These limitations do not apply to: (a) liability arising from gross negligence or willful misconduct; (b) liability that cannot be limited under applicable law; (c) your breach of Section 3 (License Restrictions); or (d) your indemnification obligations.

9.4 Basis of the Bargain

You acknowledge that Morph has set its prices and entered into this Agreement in reliance upon the disclaimers and limitations of liability herein, which allocate risk between the parties and form an essential basis of the bargain.

10. Indemnification

10.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Morph and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Software;
• Your violation of this Agreement;
• Your violation of any applicable law or third-party rights;
• Your Content or data submitted to the Software;
• Your use of Output in violation of third-party rights;
• Claims by your end users or customers.

10.2 Morph Indemnification (Paid Tiers)

For Paid and Enterprise Tier customers, Morph will defend you against third-party claims alleging that the Software directly infringes a valid patent, copyright, or trademark, provided that:

• You notify Morph promptly in writing of the claim;
• You give Morph sole control of the defense and settlement;
• You provide reasonable cooperation and assistance;
• The claim does not arise from modifications, combinations, or misuse.

10.3 Indemnification Procedure

The indemnifying party shall have sole control of the defense and settlement. The indemnified party may participate with its own counsel at its own expense. Neither party may settle any claim in a manner that imposes obligations on the other party without written consent.

11. Term and Termination

11.1 Term

This Agreement is effective upon your acceptance (by download, installation, or use) and continues until terminated. Paid subscriptions continue for the subscription term unless terminated earlier.

11.2 Termination by You

You may terminate this Agreement at any time by:

• Uninstalling and destroying all copies of the Software;
• Ceasing all use of the Services;
• Deleting your account through the account dashboard.

11.3 Termination by Morph

Morph may terminate this Agreement immediately if:

• You breach any term of this Agreement;
• You fail to pay applicable fees after notice;
• You engage in fraudulent or abusive conduct;
• Continued provision would violate applicable law;
• Morph discontinues the Software or Services.

11.4 Effect of Termination

Upon termination:

• All license rights granted herein immediately terminate;
• You must uninstall and destroy all copies of the Software;
• You must cease all use of the Services;
• Sections 3, 4, 8, 9, 10, 12, and 13 survive termination;
• Morph may delete your data according to our Privacy Policy;
• You remain liable for any accrued obligations.

11.5 No Refunds

Termination does not entitle you to refunds except as required by applicable law or expressly provided in our Terms of Service.

12. Export Compliance

12.1 Export Restrictions

The Software may be subject to export control laws and regulations, including the U.S. Export Administration Regulations (EAR). You agree to comply with all applicable export laws and not to export, re-export, or transfer the Software to:

• Any country subject to U.S. economic sanctions;
• Any person or entity on U.S. government restricted parties lists;
• Any end user who will use the Software for prohibited purposes.

12.2 Representations

You represent and warrant that:

• You are not located in a sanctioned country;
• You are not on any restricted parties list;
• You will not use the Software for prohibited purposes;
• You will ensure compliance by your Authorized Users.

13. General Provisions

13.1 Governing Law

This Agreement is governed by the laws of the State of California, United States, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Dispute Resolution

Any disputes arising under this Agreement shall be resolved in accordance with the arbitration provisions in our Terms of Service, which are incorporated by reference. You agree to binding individual arbitration and waive your right to participate in class actions.

13.3 Entire Agreement

This Agreement, together with the Privacy Policy and Terms of Service, constitutes the entire agreement between you and Morph regarding the Software and supersedes all prior agreements. Enterprise Agreements may supplement or supersede specific provisions.

13.4 Amendments

Morph may amend this Agreement by posting updated terms. Material changes will be announced with reasonable notice. Continued use after changes become effective constitutes acceptance.

13.5 Severability

If any provision is found invalid or unenforceable, the remaining provisions continue in full force. The invalid provision will be modified to the minimum extent necessary to make it enforceable.

13.6 Waiver

No waiver of any term shall be deemed a further or continuing waiver. Morph's failure to enforce any right does not constitute a waiver of that right.

13.7 Assignment

You may not assign this Agreement without Morph's prior written consent. Morph may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of assets.

13.8 Notices

Notices to Morph should be sent to legal@morphllm.com. Notices to you will be sent to the email address associated with your account or displayed within the Software.

13.9 Force Majeure

Neither party is liable for delays or failures in performance due to causes beyond reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, cyber-attacks, power outages, or internet disruptions.

13.10 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

13.11 Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights, except that Morph's licensors and suppliers are intended third-party beneficiaries with respect to disclaimers and limitations of liability.

14. Contact Information

For questions about this Agreement, contact:

AutoInfra, Inc.
San Francisco, CA 94109
United States

• Legal Inquiries: legal@morphllm.com
• Technical Support: support@morphllm.com
• Enterprise Sales: sales@morphllm.com