Customer Agreement

PLEASE READ THE TERMS AND CONDITIONS BELOW BEFORE USING OUR RENDERING SERVICE

This Agreement governs the terms and conditions between Morgenrot Inc. (“Morgenrot”) and you (“You” or “Customer”), as You use the rendering service provided by Morgenrot.

By using our rendering service, You are confirmed Your acceptance of the terms and conditions stated in this Customer Agreement.

~Definition of Terms Used in this Agreement~

  1. Morgenrot Inc. is referred to herein as “Morgenrot,” “We,” “Us,” or “Our.”
  2. You, as the authorized user, are referred to herein as “You,” “User,” “Subscriber,” “Client,” or “Customer.”
  3. The equipment and software owned, leased, used by, or maintained for or by Morgenrot are referred to herein as “System.”
  4. User files, directory, and file content are referred to herein as “Original File”.
  5. Generated or processed data/files by Morgenrot’s system are referred as “Rendered File”

~Our Service~

Morgenrot provides the Users with the distributed GPU render service “Render Pool™” to support CG rendering customers to get their jobs done in the most efficient ways. We strive to provide the best cloud based high performance 3D CG rendering service available in the market.

~User Registration~

To use Our Service, You must register on Your behalf. As part of the registration process for the Service, you agree to the followings.

(1) Provide complete and accurate information requested by Us.

(2) You are required to maintain and update this information to keep it current. The information gathered on the original signup shall be referred to as Registration Data (“Registration Data”). If we discover that any of Your Registration Data is inaccurate, incomplete or not current, We may terminate Your right to access and receive the service immediately upon notice. We will evaluate the registration application in good faith and will notify You in a timely manner regarding acceptance or rejection. We may reject a registration application if We determine, in its sole discretion that the User is not an appropriate Subscriber or User of the Service which fall into the following categories.

  • Registration Information provided by applicant is found to be false, inaccurate, or omitted.

  • The Applicant is determined by Us to 1) constitute an organized crime or a member thereof, right-wing organization, antisocial force, or other similar person or entity, or 2) have any interaction or involvement with an Antisocial Force in any manner such as assisting or being involved in the maintenance, operation or management of Antisocial Force by way of finance or other mean., and 3)any other applicants whom We determined to be inappropriate as Our User.

(3) In case of incomplete registration process, We may contact You via email in an effort to help successfully guide You through this process. You hereby authorize us to make such contact, even if You ultimately determine not to sign up for Our Service.

~Treatment of User Information~

We treat Your Information according to our Privacy Policy ( https://morgenrot.net ), and all registered user agrees to our Private Policy as You use our service.

We may use any information or data provided by the Registered User as statistical information for purpose of improving our services, or provide to third parties, in a form that cannot identify an individual, and the Registered User may not raise any objection to such use or publication.

~Your Membership~

Morgenrot grants You a personal, non-exclusive, non-transferable license to use Our Service and software contained in or made available through Our Service solely for Your own internal purposes. All rights not expressly granted by Morgenrot to You are retained.

~Your Accounts~

A user account is required to access Our Service and may be accessed and used only by those authorized individuals who are registered with Morgenrot. To open a user account, You or Your Company must complete the registration process by providing Us with current, complete and accurate information as prompted by the registration form. In registering for Our Service, You agree to submit accurate, current and complete information about You and promptly update such information. Should Morgenrot suspect that such information is untrue, inaccurate, not current or incomplete; Morgenrot has the right to suspend or terminate Your usage of Our Service.

~Payment of Fees~

You would need to purchase a certain number of points before you start using our service. The fee of points is presubscribed by Morgenrot. Morgenrot reserves the right to change the fees or applicable charges and to institute new charges at any time, upon thirty (30) days prior notice to you (which will be sent by email). If you believe we have charged you incorrectly, please contact us no later than 7days after the render task is done, in order to receive an adjustment or credit points. Inquiries should be directed to Morgenrot Customer Service Department (contact@morgenrot.net).

~We Offer Trial Service Coupons or Other Special Offers~

To maximize your experience with our service, Morgenrot offers trial service coupons or other special offers, however, Morgenrot reserves the right to discontinue or modify coupons, credits and special promotional offers at our discretion. The Free Trial offer new, registered user the points for free trial usage of the service. Morgenrot, in its sole discretion shall determine the offering number of points.

~Termination~

Morgenrot, in its sole discretion, may terminate Your password, account or use of Our Service and remove and discard any of User Data within Our Service if You fail to comply with this Agreement. You may terminate Your user account upon notice to us at any time; however, You will not receive a refund of any portion of Your points acquired. Upon termination by Morgenrot or at Your direction, You may request a file of Your Data on the premise that Morgenrot still have Your Data. You must make such request at the notification of termination to receive such file within (30) days of termination. Upon termination of an account, Your right to use such account and the service immediately ceases. Morgenrot shall have no obligation to maintain any of Your Data stored in Your Account or to forward any data to You or any third party.

~Proprietary Rights and Prohibited Actions~

Morgenrot retains any intellectual property rights of all materials uploaded for our Service use, except the following:

(1) Data uploaded by Customers using Our Rendering Service;

(2) Generated data rendered by Us from Original file uploaded.

You should accept that Morgenrot shall exceptionally utilize Original file and /or Rendered file in case of error in the rendering process in our Service. All products, technologies and programs in our Service are the intellectual property of Morgenrot. Without permission and authorization of Morgenrot, no one may use these products, technologies and programs for any purpose by, including but not limited to, illegally copying, transmitting, displaying, mirroring, uploading, and downloading, or intervene in the normal service provision of Morgenrot via unconventional methods.

No one may illegally obtain Morgenrot data using software program. Otherwise, Morgenrot reserves the right to pursue legal liability.

~Confidentiality~

Each Party shall keep any business or technical information (except for information already publicly known) disclosed by the other Party in connection with the performance of this Agreement or the Individual Agreements and identified as confidential by the other Party in strict confidence. Neither Party may disclose or divulge such information to any third party, or use it unless either party has obtained the prior written approval from the other, and You may not use it beyond the purpose of using our Service unless either party has obtained the prior written approval from Us.

~Indemnification~

You agree to indemnify Morgenrot and its subsidiaries and related companies for all claims, damages, direct or indirect losses and causes of action (including attorneys’ fees, court costs and other reasonable expenses) arising out of or relating to Your breach of contract and other illegal behavior, etc., in the process of using Morgenrot Products and Services.

~Data Retention Period~

Morgenrot only provides data rendering services and does not assume the obligation of long-term data storage. Customers should download and save data upon rendering completion as soon as possible. Morgenrot will save “Rendered file” for 14 days after Rendered file is available for your download and Original file for 30days after Original file uploaded for our Service,

~Disclaimer of Warranties~

You shall confirm and agree that Our Service is provided as a beta version which is provided to limited parties, and there would be frequent updates, maintenances, or improvement regarding Our Service. Morgenrot makes no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content. Morgenrot does not represent or warrant that: (i) the use of the service will be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (ii) the service will meet Your requirements or expectations, (iii) the quality of any products, services, information, or other material purchased or obtained by You through the Service will meet Your requirements or expectations, (iv) errors or defects will be corrected, (v) the Service or the servers that make the Service available are free of viruses or other harmful components. The Service and all content is provided to You strictly on an “as is” basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Morgenrot.

~Limitation of Liability~

In no event shall Morgenrot’s aggregate liability exceed the amount actually paid by You until preceding the event giving rise to such claim. In no event shall Morgenrot be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to your use or inability to use the service, or for any content obtained from or through the service, even if Morgenrot has been previously advised of the possibility of such damages.

~Export Control~

Morgenrot operates its service from Japan, and all services and its Products We provide are subject to the applicable regulations

Morgenrot makes no representation that it’s Service is appropriate or available for use in other locations.

~Governing Law and Jurisdiction~

All the terms shall be governed by the laws of Japan. Any and all disputes arising out of this Agreement shall be submitted to the exclusive jurisdiction of the Tokyo District Court of Japan in the first instance.

~Modification to Terms~

Morgenrot reserves the right to change the terms and conditions of this Agreement or its policies relating to our service at any time and shall notify You by posting an updated version of this Agreement on the Service and/or by sending You an email message. You are responsible for regularly reviewing this Agreement. Continued use of Our Service after any such changes shall constitute Your consent to such changes.

The Terms shall be executed in the Japanese language. Japanese shall be the governing language and any translation of the Terms into any other language is for convenience of reference only and shall not bind the parties hereto.

Morgenrot Inc.

Effective from September 30, 2019