Morff

TERMS OF USE

This document is an electronic record in terms of Information Technology Act, 2000 and the applicable rules thereunder, and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. These terms of use (Terms of Use) mandate the terms on which users (You or Your or Yourself or Users) interested in availing Morff Services (defined below), and accessing the website www.morff.io owned and operated by Prelko Private Limited (Morff)or the Morff Services (as defined later) in an offline and online mode(Platform) connects with design professionals (Freelancers) to avail the Morff Services and/or services of the Professionals through the Platform.

Please read these Terms of Use carefully before using the Platform or registering on the Platform or using the Morff Services.By clicking on theI Accept button, You accept these Terms of Use and agree to be legally bound by the same. Some terms have been incorporated into this Terms of Use by reference.

Use of and access to the Platform is offered to You upon the condition of acceptance of all the terms, conditions and notices contained in the Terms of Use and Privacy Policy, along with any amendments made by Morff at its sole discretion and posted on the Platform from time to time. Please also note that the terms and conditions of the Agreement are in addition to any other agreements in any form between you and the owners or any other persons in control of, or responsible for operating, maintaining, updating or otherwise administering the Platform, including, but not limited to, any other customer or account agreements, and any other agreements that govern your use of products, services, content, tools, and information available on the Website.

For the purposes of these Terms of Use, the term 'Morff' or 'Us' or 'We' refers to Prelko Private Limited. The term 'You' refers to the user or visitor of the Website and/or App. When You use our services, You will be subject to the terms, guidelines, and policies applicable to such service and as set forth in these Terms of Use. As long as you comply with these Terms of Use, We grant You a personal, non-exclusive, non-transferable, limited privilege to enter and use our Platforms and services.

In this Terms of Use:

Account means the account associated with your email address and which is registered on the Platform for use of the Morff Services as a Buyer or as a Freelancer.

Buyer means a User that purchases Freelancer Services. A User may be both a Buyer and a Freelancer under this agreement.

Dispute Resolution Processmeans the process to be followed by Buyers and Freelancers in accordance with the Dispute Resolution Services.

Freelancer means a User that offers and provides design services or identifies as a Freelancer through the Website. A User may be both a Buyer and a Freelancer under this agreement.

Freelancer Servicesmeans all services provided by a Freelancer.

Morff, we, our, company or the company orus means Prelko Private Limited ( CINU74999PN2020PTC191370 ).

Morff Services means all services provided by us to you whether offline or online and whether or not through the Platform, and as more specifically described in Part A below.

Morff Verified means Users who have been satisfactorily verified under the Know your Customer and identity verification policy.

Intellectual Property Rights means any and all intellectual property rights, existing worldwide and the subject matter of such rights, including: (a) patents, copyright, rights in circuit layouts (or similar rights), registered designs, registered and unregistered trademarks, and any right to have confidential information kept confidential; and (b) any application or right to apply for registration of any of the rights referred to in paragraph (a), whether or not such rights are registered or capable of being registered and whether existing under any laws, in law or in equity.

Milestone Payment means a payment made by the Buyer for the provision of Freelancer Services under a Project Agreement and which will be released in accordance with the section Milestone Payments of these Terms of Use.

Project means a job offered or awarded by a Buyer via thePlatform, which may include a Project Request by a Buyer, a Project awarded by a Buyer, a service bought by a Buyer from a Freelancer in relation to a Project Request, and in relation to which a Project Agreement has been executed between a Buyer to a Freelancer as a result of a Project Requestlistedthrough the Platform.

Project Agreement means an agreement executed between a Buyer and a Freelancer in relation to the execution of a Project, including the Project Brief as provided by Buyer through Morff as part of the Morff Services, and which may or may not have Morff as a party.

Project Brief means the document setting out the scope of a Project, including but not limited to items such as a design brief, key milestones, budget etc.

Project Handover, in respect of a Project, means the agreement between the Buyer and the Freelancer(s) under which each Freelancer will transfer ownership of the Project to the Buyer.

Project Milestone in respect of a Project, means the key milestones identified in the Project Agreement.

Project Proposal in respect of a Project Request, means the proposal given by the Freelancer in respect of a Project including services, proposed costs, timelines, and other details as required in such Project Request.

Project Request means a project that is listed by a Buyer and in respect of which a Freelancer can submit a Project Proposal via the Website or the Platform for provision of the Freelancer Services.

User, you or your means an individual who visits the Platform or uses the Morff Services whether as a Buyer or as a Freelancer.

User Agreement means: (1) this Terms of Use; (2) the Privacy Policy as amended from time to time; (3) any other contractual provisions accepted by both the Freelancer and Buyer uploaded to the Website, to the extent not inconsistent with the Project Agreement and the Privacy Policy; (4) the Project terms as awarded and accepted on the Platform and in the Project Agreement, to the extent not inconsistent with the Terms of Use and the Privacy Policy; and (5) any other material incorporated by reference from time to time.

Website means the Website operated by Morff and available at:Morff.ioand any of its regional or other domains or properties, whether or not existing at the time of acceptance of these Terms of Use by the User, and any related Morff Services, tool or application, specifically including mobile web, any iOS App and any Android App, or API or other access mechanism.

Part A : General Terms Relating to Morff Services

  1. Overview

    By accessing the Website or accessing the Morff Services, you agree to the terms (whether included here in writing or incorporated by linked information) on which you shall avail the Morff Services. If you are using the Platform on behalf of any other person or entity, you represent and warrant that you are authorized to accept the Agreement on such person’s or entity’s behalf, and that such person or entity agrees to indemnify Morff for violations of the Agreement. We may amend these Terms of Use and any linked information from time to time by posting amended terms on the Website, without prior notice to you.


    The Platform is an online venue where Users buy/avail of Freelancer Services. Buyers and Freelancers must register for an Account in order to avail of Morff Services, or avail of or provide Freelancer services. The Platform enables Users to list, complete and pay for Projects, and to use the Morff Services. We are not a party to any contractual agreements between Buyer and Freelancer in the online venue, we merely facilitate connections between the Users and are not responsible for any deliverables, fulfilments, or other aspects of the Project.


  2. Morff Services
    1. The Platform is a resource for availing the Morff Services which includes but is not limited to connecting Buyers with Freelancers to avail design services. Morff provides Users (Buyers and Freelancers) service including but not limited to the following (MorffServices):
      1. It allows Buyers to connect with Freelancers and for Freelancers to connect with prospective Buyers to provide design services.
      2. It allows Users to post Project Requests on the Platform to be taken up by Freelancers;
      3. It allows Freelancers to, by way of a Project Proposal, bid for, ask for clarifications on, and propose to provide design services in relation to a Project Request by a Buyer
      4. It allows Freelancers to provide design services, and Buyers to avail design services in relation to a Project, and get a project executed by a Freelancer.
      5. It provides digital file storage, project management, project tracking, and other related tools to Freelancers including invoicing, payments, and assistance for execution of a Project Agreement.
      6. It permits Users to give ratings, write comments and reviews about other Users.
      7. It provides a mechanism for use by the Buyer and the Freelancer to resolve any disputes arising in relation to a Project Agreement via the Dispute Resolution Services.
    2. Morff may, at its absolute discretion, add, modify, upgrade, extend or alienate any of Morff Services, whether or not listed in Section A.2. above, and reserves the right to suspend and/or deny access to all or any parts of the Platform for scheduled or unscheduled maintenance, upgrades, improvements, corrections or modifications, or permanently and/or charge, modify or waive any fees required to use the Platform .
    3. Morff is only a facilitator between the Buyers and the Freelancers and only provides you access to the Platform (as a Buyer and/or a Freelancer) to connect with other Users in relation to availing/providing design services in relation to a Project, and is not responsible for any part of the Freelancer Services or any aspect of the Project whether or not related to execution of the Project.
    4. Morff is not, and shall not be a party to any of the agreements that are initiated by You through the Platform in relation to a Project, and Morff shall not be liable in any manner, or incur any liability with respect to the services provided by the Freelancers, or for any obligations or default thereof of the Freelancers or the Buyers, as the case may be.
    5. Morff shall not be liable for the conduct, acts, omissions of the Buyers or the Freelancers, or for any negligence of the Buyers or Freelancers (including their employees, agents, consultants, or affiliates) in the course of availing or providing design services in relation to a Project, or for any loss or damage to any User or any property of the User due to execution of and completion of a Project.


  3. Registration:
    1. You shall be permitted to access the Platform, avail the Morff Services and connect with Freelancers on the Platform only upon creating an Account (as defined below) and obtaining a registration on the Platform. Your ability to continue using the Platform, and the Morff Services is subject to Your continued registration on the Platform. You will be required to enter Your personal information including your name, contact details, valid phone number, while registering on the Platform.
    2. As a part of the registration, You may be required to undertake a verification process to verify Your personal information and set up the Account.
    3. Morff shall have the right to display the information, feedback, ratings, reviews etc. provided by You on the Platform. You agree and accept that as on the date of Your registration on the Platform, the information provided by You is complete, accurate and up-to-date. In the event of any change to such information, You shall be required to update the User Content uploaded by you on the Platform for such change to take effect. You acknowledge and accept that Morff has not independently verified the information provided by You. Morff shall in no way be responsible or liable for the accuracy or completeness of any information provided by You. If You provide any information that is untrue, inaccurate, not current, incomplete, or if Morff has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Morff reserves the right to suspend or terminate Your Account and refuse any and all current or future use of the Platform (or any portion thereof) at any time.
    4. For the avoidance of doubt, it is clarified that a User may be a Buyer or a Freelancer, or both. However, the User shall be required to create separate accounts to access the Platform as a Buyer, and as a Freelancer.


  4. Limitations on Use
    1. While using the platform, You shall not attempt to, or otherwise do the following:
      1. Infringe any laws, third party rights or our policies;
      2. Fail to deliver payment for Freelancer Services delivered to you;
      3. Fail to deliver Freelancer Services purchased from you;
      4. Circumvent or manipulate the billing process, or fees owed to Morff;
      5. Post false, inaccurate, misleading, deceptive, defamatory or offensive content (including personal information);
      6. Take any action that may undermine the feedback or reputation systems (such as displaying, importing or exporting feedback information or using it for purposes unrelated to thePlatform or Morff Services);
      7. Transfer your Morff account (including feedback) and Username to another party without our consent;
      8. Download and aggregate listings posted in the form of a Project Request from the Platform for display with listings from other websites without our express written permission, frame, mirror or otherwise incorporate any part of thePlatform into any other website without our prior written authorisation;


  5. Payment Terms
    1. The payment from the Buyer for the Freelancer Services shall be as per the payment terms included in a Project Agreement in relation to a Project.
    2. The Buyer shall remit the Milestone Payment through the payment link provided by Morff (whether or not through the Platform).
    3. Morff shall charge a commission fee as a percentage of each Milestone Payment as included in the finalized Project Agreement, and which may be communicated in a manner as may be separately decided between Morff and the Freelancer (Commission Fee) unless specified elsewhere in these Terms of Use.
    4. Morff reserves the right to add penalties to and penalize the Freelancer, or reduce the amount due to a Freelancer to a Buyer, in accordance with the Terms of Use and the Project Agreement.
    5. Morff reserves the right to add a penalty amount due to be paid by the Buyer to the Freelancer, in accordance with the Terms of Use and the Project Agreement.
    6. The provision for the Freelance Services will be initiated by the Freelancer through the Platform once You have completed the first milestone payment for the same on the Platform, prior to, or upon execution of the Project Agreement.
    7. Service Fees: You may be charged a separate service fees (Service Fees) with respect to the Morff Services such as provision of project management software, cloud storage, etc. The Service Fees shall be paid prior to availing any of the Morff Services and shall be in addition to the Commission Fee.
    8. Morff may use certain third-party vendors and service providers, including payment gateways such as Razorpay to process the payments made by You on the Platform. The Milestone Payments shall be held in trust by Morff in respect of each Milestone Deliverable and all disbursals including refunds, if any shall be governed by these Terms of Use and the terms of the Project Agreement.
    9. Morff has the right to use payment gateways including nodal/virtual account services provided by such payment gateways for the receipt of, storage of, and disbursal of the Milestone Payments as provided in specific Project Agreements.
    10. Morff has the right to update the fees and charges payable to Morff including the Service Fees and the Commission Fee with 1 (one) week prior notice to the Users, either by way of SMS/E-mail communication, or by placing the updated terms of use on its Website.


  6. Feedback
    1. You agree that: (i) after completion of a Project through the Platform, the Platform will prompt the User to provide a rating and comments about the Freelancer, as the case may be (with respect to the Freelancer Services,); and (ii) the Buyer (with respect to the services availed of, and the adherence to the Project brief and Project Agreement).
    2. Morff and its affiliates reserve the right to use, share and display such ratings and comments in any manner in connection with the business of Morff and its affiliates without attribution to or approval of Users and You hereby consent to the same. Morff and its affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Morff’s or its affiliates’ content policies.


  7. Taxes
    1. You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable. These taxes will be added to the Service Fees billed to you or added to the Commission Fee payable, if applicable.
    2. You acknowledge that you must comply with your obligations under income tax provisions in your jurisdiction.


  8. Eligibility to Use
    1. Morff Services are not available to minors i.e. persons under the age of 18 (eighteen) years, or to any Users suspended or removed by Morff from accessing the Platform for any reason whatsoever. You represent that You are of legal age to form a binding contract and are not a person barred from receiving using or availing Morff Services under the applicable laws.
    2. Morff reserves the right to refuse access to the Platform, at any time to new Users or to terminate or suspend access granted to existing Users at any time without according any reasons for doing so.
    3. You shall not have more than 1 (one) active Account (as defined above) on the Platform for use of the Platform and Morff Services as a Buyer or Freelancer. For the avoidance of doubt, it is clarified that the User shall be permitted to have 1 (one) active Account each as a Buyer and a Freelancer for use of the Platform and Morff Services. Additionally, You, are prohibited from selling, trading, or otherwise transferring Your Account to another party or impersonating any other person for the purpose of creating an account with the Platform.


  9. Representations and Warranties
    1. You agree to use the Platform only: (i) for purposes that are permitted by these Terms of Use; and (ii) in accordance with any applicable law, regulation or generally accepted practices or guidelines. You agree not to engage in activities that may adversely affect the use of the Platform by Morff or other Users.
    2. You represent and warrant that You have not received any notice from any third party or any governmental authority and no litigation is pending against You in any court of law, which prevents You from accessing the Platform and/or availing the Morff Services.
    3. You represent and warrant that You are legally authorized to view and access the Platform and avail the Morff Services.
    4. You agree not to access (or attempt to access) the Platform by any means other than through the interface that is provided by Morff. You shall not use any deep-link, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform, or in any way reproduce or circumvent the navigational structure or presentation of the Platform, materials or any Morff property, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Platform.
    5. You acknowledge and agree that by accessing or using the Platform, You, may be exposed to content from others that You may consider offensive, indecent or otherwise objectionable. Morff disclaims all liabilities arising in relation to such offensive content on the Platform.
    6. Further, You undertake not to:
      1. defame, abuse, harass, threaten or otherwise violate the legal rights of others;
      2. publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, disparaging, ethnically objectionable, obscene, indecent or unlawful topic, name, material or information;
      3. do any such thing that may harms minors in any way;
      4. copy, republish, post, display, translate, transmit, reproduce or distribute any property of Morff or of other Users through any medium without obtaining the necessary authorization from Morff or such other Users;
      5. upload or distribute files or documents or videos that contain software or other material protected by applicable intellectual property laws unless You own or control the rights thereto or have received all necessary consents;
      6. upload or distribute files or documents or videosthat contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Platform or another's computer;
      7. engage in any activity that interferes with or disrupts access to the Platform (or the servers and networks which are connected to the Platform);
      8. attempt to gain unauthorized access to any portion or feature of the Platform, any other systems or networks connected to the Platform, to any Morff server, or through the Platform, by hacking, password mining or any other illegitimate means;
      9. probe, scan or test the vulnerability of the Platform or any network connected to the Platform, nor breach the security or authentication measures on the Platform or any network connected to the Platform. You may not reverse look-up, trace or seek to trace any information on any other User, of or visitor to, the Platform, to its source, or exploit the Platform or information made available or offered by or through the Platform, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided on the Platform;
      10. disrupt or interfere with the security of, or otherwise cause harm to, the Platform, systems resources, accounts, passwords, servers or networks connected to or accessible through the Platform or any affiliated or linked sites;
      11. collect or store data about other Users in connection with the prohibited conduct and activities set forth herein;
      12. use any device or software to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other person’s use of the Platform;
      13. use the Platform or any material or Morff Property for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of the Company or other third parties;
      14. falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded or in information related to a Project;
      15. impersonate any other User or person;
      16. violate any applicable laws or regulations for the time being in force within or outside India or anyone’s right to privacy or personality;
      17. violate the Terms of Use contained herein or elsewhere;
      18. threatens the unity, integrity, defence, security or sovereignty of India, friendly relation with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting for any other nation; and
      19. reverse engineer, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from the Platform.
    7. Use of the Morff Services offered by Morff is at Your sole risk and that Morff disclaims all representations and warranties of any kind, whether express or implied as to condition, suitability, quality, merchantability and fitness for any purposes are excluded to the fullest extent permitted by law.
    8. Without prejudice to the above, Morff makes no representation or warranty that the Morff Services will meet Your requirements.


  10. Intellectual Property Rights
    1. The Platform and process, and all content included on the Platform, and their selection and arrangement, including but not limited to, all text, videos, graphics, user interfaces, visual interfaces, sounds and music (if any), artwork, algorithm and computer code (and any combination thereof), except any third party software, content, information or content available on the Platform, is owned by Morff (Morff Property) and the design, structure, selection, coordination, expression, look and feel and arrangement of such Morff Property is protected by copyright, patent and trademark laws, and various other intellectual property rights. You are not permitted to use Morff Property without the prior written consent of Morff. You agree to observe and abide by all such legal and contractual rights with respect to the Morff Property, whether or not such Morff Property is marked with copyright or other proprietary notices or legends.
    2. Each User is granted a non-exclusive, non-transferable, revocable, limited license to access and use the Platform and the Morff Property, including the Morff Services, strictly in accordance with the Terms of Use and in consideration whereof, each such User agrees to not modify, adapt, translate, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, delete or alter author attributes or copyright notices included in, or in any way exploit, or systematically download and/or store, the Morff Property in whole or in part, or reverse engineer, decompile or disassemble, or frame or mirror any portion of the Platform, without the prior written consent of Morff.
    3. The trademarks, logos and service marks displayed on the Platform (Marks) are the property of Morff, except any trademark, logos and service marks of third parties available on the Platform. You are not permitted to use the Marks without the prior consent of Morff or such third party as may be applicable.
    4. Any content, information, data or other material provided to Morff whether for the purpose of creating an Account or otherwise while using the Morff Services, including content, information, data or other material pertaining to a Project shall remain the sole property of the User (User Content). However, if the User Content pertains to a Project, the intellectual property rights in such User Content shall be transferred to the relevant Buyer as per the terms of the Project Agreement.
    5. You grant Morff a non-exclusive, irrevocable, perpetual, worldwide, royalty-free license to use, reproduce, modify, adapt, publish, create derivative works, and distribute such materials or portions of such materials, in any form or medium known or later developed, for marketing, advertising, publicity, and business development purposes for the benefit of Morff.
    6. Morff reserves the right, in its sole discretion, to remove any material that infringes or appears to infringe on intellectual property rights or contractual rights owned by others. If you believe that any material contained on the Platform infringes your intellectual property, you should immediately notify Morff of the alleged infringement.


  11. User Services
    1. Upon the Buyer awarding a Project to a Freelancer, and the Freelancer's acceptance on the Platform, the Buyer and Freelancer shall enter into a Project Agreement under which the Buyer agrees to purchase, and the Freelancer agrees to deliver the Freelancer Services. You agree not to enter into any contractual provisions in conflict with the User Agreement.
    2. You are solely responsible for ensuring that you comply with your obligations to other Users including under a Project Agreement. If you do not, you may become liable to that User. You must ensure that you are aware of any domestic laws (including common law), international laws, statutes, ordinances and regulations relevant to you as a Buyer or Freelancer, or in any other uses you make of the Platform and Morff Services.
    3. If another User breaches any obligation to you, you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, we have no responsibility for enforcing any rights under a Project Agreement. However, the Users agree that any dispute arising out of, or in relation to a Project Agreement shall be resolved in accordance with the Dispute Resolution Mechanism.
    4. Depending on their jurisdiction, Freelancers and Buyers may have rights under statutory warranties that cannot lawfully be excluded. Nothing in the Project Agreement or these Terms of Use is intended to override a right that by applicable law may not be excluded. Nothing in the Project Agreement or these Terms of Use is intended to violate any laws relating to unfair contracts, and this agreement has been specifically redrafted to ensure compliance with unfair contracts legislation. To the extent that any component of the Terms of Use or Project Agreement is in conflict with inalienable rights under local laws, all parties intend for this agreement to be read down only insofar as to be in compliance with such local laws and no further.
    5. Each User acknowledges and agrees that the relationship between Buyers and Freelancers is that of an independent contractor. Nothing in this Terms of Use creates a partnership, joint venture, agency, or employment relationship between Users. Nothing in the Terms of Use or Project Agreement shall in any way be construed as forming a joint venture, partnership or an employer-employee relationship between Freelancer and any User.
    6. We do not operate an escrow service in relation to the Platform. We do, however, provide a service on the Platform which allows controlled payments to be made with respect to Freelancer Services in relation to a Project service, called Milestone Payments.


  12. Milestone Payments
    1. Subject to the Project Agreement and these Terms of Use, the Buyer shall make a Milestone Payment, which cannot be claimed by the Freelancer in respect of a particular milestone of a Project as specified in the relevant Project Agreement until:
      1. the Buyer and the Freelancer agree that the funds can be claimed by the Freelancer;
      2. if there is a Milestone Dispute, the Buyer and Freelancer have concluded the Dispute Resolution Process and the Dispute is resolved in the Freelancer's favour;
      3. the Buyer instructs us to pay a Freelancer for services performed by the Freelancer in respect of a Project; or
      4. the Buyer approves the Milestone Deliverable (as defined below) in respect of such Milestone in accordance with these Terms of Use and the Project Agreement.
    2. If we have not received any instructions or dispute from a Buyer or Freelancer in respect of a Milestone Payment within 2 weeks or any other reasonable length of time after the day that the Milestone Payment was due to be transferred to the Freelancer, and the Buyer has not logged into their Account during that time, the Milestone Payment will be unlocked and released to the Freelancer.


  13. Project Dispute Resolution Mechanism
    1. Freelancer offers Project Dispute Resolution Services to Users in relation to the Project, and the Project Agreement. You agree and acknowledge that: (i) Morff is not providing legal services; (ii) Morff will not advise you regarding any legal matters; and (iii) if you desire to have legal counsel, you will seek an independent legal counsel from those licensed to practice law in your jurisdiction. You will not rely on Morff for any such counsel.
    2. In the event of a dispute between a Buyer and a Freelancer regarding a Milestone Dispute (Milestone Dispute), the Milestone Dispute shall be resolved in accordance with the Project Dispute Resolution Services offered by Freelancer as set out herein.
    3. You agree to indemnify and (to the maximum extent permitted by law) hold Morff and any of our affiliates harmless against any damages or liability you may suffer as a result of using the Project Dispute Resolution Services.
    4. Morff will respond to disputes initiated by a Freelancer or a Buyer in accordance with the Milestone Dispute Resolution Services as set out in this clause.
    5. The Project Dispute Resolution Services shall be as follows:
      1. In the event of a Milestone Dispute, where the review mechanism detailed in the Terms of Use and the Project Agreement has been exhausted, the User may escalate a dispute pertaining to a specific Milestone of a Project.
      2. In such event, the User raising the dispute shall be bound to provide a detailed description of the issue along with supporting documents support such claim.
      3. The other User to whom the dispute pertains shall then be given notice and an opportunity to provide a detailed written response with supporting documentation.
      4. Morff shall first try and facilitate an amicable settlement between the Users by way of total/partial compensation/refund of the Milestone Payment in respect of the Milestone Deliverable to which the Milestone Dispute pertains.
      5. In the event the Users do not come to any settlement, the Users shall refer the Milestone Dispute to Morff, and Morff shall evaluate both the statements and documents filed by the Users prior to coming to a solution in respect of the Milestone Dispute.
      6. The decision of Morff shall be final and binding upon the Users in respect of the Milestone Dispute.


  14. Disclaimer of Warranties & Liabilities

    You expressly understand and agree that, to the maximum extent permitted by applicable law:

    1. The Platform and Morff Property, and Morff Services are provided by Morff on an as is basis without warranty of any kind, express, implied, statutory or otherwise, including the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, Morff makes no warranty that (i) the Platform, or the Morff Services will meet Your requirements, or (ii) Your use of the Platform will be uninterrupted, timely, secure or error-free; or (iii) the quality of the Platform will meet Your expectations; or (iv) any errors or defects in the Platform will be corrected. No advice or information, whether oral or written, obtained by You from Morff shall create any warranty not expressly stated in the Terms of Use.
    2. Morff will have no liability related to any User Content arising under intellectual property rights, libel, privacy, publicity, obscenity, or other laws. Morff also disclaims all liability with respect to the misuse, loss, or modification of any User Content.
    3. Morff shall not be liable for the quality of any Freelancer Services, or the delivery of any Freelancer Services contracted to be purchased by the Buyer, or the satisfactory delivery of any services in relation to a Project or Project Agreement. Morff shall provide a dispute resolution mechanismwhich shall be used by the Buyer and the Freelancer in the event of a dispute in relation to a Project Agreement and the related Freelancer Services.
    4. Morff will not be liable for any loss that You may incur as a consequence of unauthorized use ofYour Account or Account information in connection with the Platform either with or without Your knowledge.
    5. Morff shall not be responsible for the delay or inability to use the Platform, Morff Services or related functionalities, the provision of or failure to provide functionalities, or for any information, software, functionalities and related graphics obtained through the Platform, or otherwise arising out of the use of the Platform, whether based on contract, tort, negligence, strict liability or otherwise. Further, Morff shall not be held responsible for non-availability of the Platform during periodic maintenance operations or any unplanned suspension of access to the Platform that may occur due to technical reasons or for any reason beyond Morff's control. You understand and agree that any material or data downloaded or otherwise obtained through the Platform is done entirely at Your own discretion and risk, and that You will be solely responsible for any damage to Your computer systems or loss of data that results from the download of such material or data.


  15. Indemnification and Limitation of Liability
    1. You agree to indemnify, defend and hold harmless Morff and its affiliates including but not limited to its officers, directors, consultants, agents and employees (Indemnified) from and against any and all losses, liabilities, claims, damages, demands, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the Indemnified that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any obligation, covenant, representation or warranty by You pursuant to these Terms of Use. Further, You agree to hold the Indemnified harmless against any claims made by any third party due to, or arising out of, or in connection with, Your use of the Platform, Morff Services, a Project Agreement, provision of or availing of the Freelancer Services, any misrepresentation with respect to the data or information provided by You in relation to the Account, Your violation of the Terms of Use, or Your violation of any rights of another, including any intellectual property rights.
    2. In no event shall the Indemnified, be liable to You or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, arising out of or in connection with Your use of or access to the Platform or Morff Property on the Platform.
    3. Your indemnification obligation under the Terms of Use will survive the termination of Your Account or use of the Platform or Morff Services.
    4. Subject to applicable laws, in no event will Morff or its employees aggregate liability, arising from or related to the Morff Services or the use of the Platform shall not exceed (i) the Commission Fee received by Morff in respect of such Project, in case the liability pertains to a Project; or (ii) the Service Fee in relation to such Morff Services, in case the liability pertains to any Morff Services not related to a Project for any and all causes of actions brought by You or on behalf of You.
    5. The Platform and the Morff Services are only available to Users located in India. Users shall not access or use the Platform from any other jurisdiction except for India. If a User accesses or uses the Platform from any other jurisdiction except for India, the User shall be liable to comply with all applicable laws and Morff shall not be liable for the same, whatsoever.


  16. Violation of the Terms of Use

    You agree that any violation by You of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Morff, for which monetary damages would be inadequate, and You consent to Morff obtaining any injunctive or equitable relief that they deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that Morff may have at law or in equity. If Morff takes any legal action against You as a result of Your violation of these Terms of Use, they will be entitled to recover from You, and You agree to pay all reasonable attorneys’ fees and costs of such action, in addition to any other relief that may be granted.


  17. Additional Terms

    We may also require You to follow additional rules, guidelines or other conditions in order to participate in certain promotions or activities available through the Platform. These additional terms shall form a part of this Terms of Use, and You agree to comply with them when You participate in or otherwise engage in activities governed by such additional terms.


  18. Third Party Links

    The Platform may contain links to other sites owned by third parties (i.e. advertisers, affiliate partners, strategic partners, or others). Morff shall not be responsible for examining or evaluating such third-party websites, and Morff does not warrant the products or offerings of any of these businesses or individuals, or the accuracy of the content of such third-party websites. Morff does not assume any responsibility or liability for the actions, product, and content of any such third-party websites. Before You use/access any such third-party websites, You should review the applicable terms of use and policies for such third party websites. If You decide to access any such linked third party website, You do so at Your own risk.


  19. Term and Termination
    1. The Terms of Use will continue to apply until terminated by either You or Morff as set forth below. If You object to the Terms of Use or are dissatisfied with the Platform, Morff Services, Your only recourse is to stop accessing the Platform. Morff will make Your account dormant upon receipt of request in writing/e-mail at care@morff.io.
    2. Morff may, in its sole discretion, bar your use of the Morff Services at any time, for any or no reason. Even after your account with Morff is disabled, dormant or made inactive, the terms agreed by You at the time of registration will remain in effect. This termination shall be effective only once You have cleared all Your dues that You are liable to pay as per the provisions of this Terms of Use or any Project Agreement that You have entered into.
    3. The Company may delist You or block Your future access to the Platform or suspend or terminate Your Account if it believes, in its sole and absolute discretion that You have infringed, breached, violated, abused, or unethically manipulated or exploited any term of these Terms of Use or in any way otherwise acted unethically.
    4. Notwithstanding anything in this clause, these Terms of Use will survive indefinitely unless and until Morff chooses to terminate them.
    5. You hereby agree and acknowledge, upon termination, Morff shall have the right to retain all information pertaining to the transactions initiated by You on the Platform or the Project Agreements You were party to, during Your use of the Platform.


  20. Governing Law

    This Terms of Use shall be governed by and constructed in accordance with the laws of India without reference to conflict of laws principles and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of courts, tribunals, fora, applicable authorities at Bangalore.


  21. Report Abuse

    In the event You come across any abuse or violation of these Terms of Use or if You become aware of any objectionable content on the Platform, please report the same to the following e-mail id:care@morff.io. In case You have any queries with respect to the Terms of Use, or the Morff Services, please write to us atcare@morff.io


  22. Communications

    You hereby expressly agree to receive Project related communications by way of SMS and/or e-mails from Morff, or other third parties regardless of whether or not you may have signed up/registered with the National Do Not Call Registry (in Fully or Partly Blocked category as per the National Customer Preference Register) Communication with regard to your use of the Morff Services whether or not it is Project related communication shall not be construed as unsolicited commercial communication under the guidelines of the Telecom Regulatory Authority in India, and agree that you have specifically opted to receive communication in this regard on the telephone number provided by you. You can unsubscribe/ opt-out from receiving communications through SMS and e-mail anytime by contacting us for the same. However, You may still receive communications from with respect to Your use of the Morff Services via SMS and/or e-mail. You further agree that you authorize Morff to share/disclose your contact information to any third party service provider, or any affiliates, group companies, their authorized agents, or third-party service providers for the purpose of any communication about Morff Services, whether or not such communication is Project related.

    You also acknowledge and agree that any and all communication you make with other Users/Morff through the platform whether in the form of calls, or SMS may be through a third party platform, and authorize Morff and such third party platform to do all such acts as are required for the purpose of facilitating such communication.


  23. Miscellaneous
    1. Amendments: Morff reserves the unconditional right to modify or amend these Terms of Use without any requirement to notify You of the same. You can determine when these Terms of Use were last modified by referring to theLast Updated legend above. It shall be Your responsibility to check these Terms of Use periodically for changes. Your acceptance of the amended Terms of Use shall signify Your consent to such changes and agreement to be legally bound by the same.
    2. Assignment: You cannot assign or otherwise transfer the Terms of Use, or any rights granted hereunder to any third party. Morff’s rights under the Terms of Use are freely transferable by Morff to any third party without the requirement of informing You or seeking Your consent.
    3. Severability: If, for any reason, a court of competent jurisdiction finds any provision of the Terms of Use, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect.
    4. Waiver: Any failure by Morff to enforce or exercise any provision of the Terms of Use, or any related right, shall not constitute a waiver by Morff of that provision or right.
    5. Integration: These Terms of Use together with Morff’s Privacy Policy and any other legal notices, communications published by Morff on its Platform, and any other agreements executed between You and Morff shall constitute the entire agreement between You and Morff concerning its Platform, Morff Services and governs Your use of the Platform and Morff Service, superseding any prior agreements between You and Morff with respect to the Platform and Morff Service
    6. IP Infringement: If You believe the Platform violates Your intellectual property, You must promptly notify Morff in writing at [care@morff.io] These notifications should only be submitted by the owner of the intellectual property or an agent duly authorized to act on his/her behalf. However, any false claim by You may result in the termination of Your access to the Platform. You are required to provide the following details in Your notice:
      1. the intellectual property that You believe is being infringed;
      2. the item that You think is infringing and include sufficient information about where the material is located on the Platform;
      3. a statement that You believe in good faith that the item You have identified as infringing is not authorized by the intellectual property owner, its agent, or the law to be used in connection with the Platform;
      4. Your contact details, such as Your address, telephone number, and/or email;
      5. a statement that the information You provided in Your notice is accurate, and that You are the intellectual property owner or an agent authorized to act on behalf of the intellectual property owner whose intellectual property is being infringed; and
      6. Your physical or electronic signature.
    7. Know Your Customer : The User authorizes us to, whether directly or through third parties, make any inquiries we consider necessary to validate your identity, including verification of educational certificates/qualifications uploaded by you, verification of your information against third party databases or other others. To this end, You must, at our request, provide copies of identification documents (such as PAN, TAN, GST certificate, educational certificates, etc.) include photographic identification together with a sign with code or text to verify your identity as an additional verification step. Morff may designate Users which have undergone this process as Morff Verified Users.


  24. Part B : Terms relating to Freelancers and Provision of Freelancer Services

    The provisions of this Part B shall apply to Freelancers providing Freelancer Services on or through the Platform.

  25. Provision of Services

    The Freelancer shall indicate interest in providing Freelancer Services in relation to a Project as per the Project Brief uploaded on the Platform and/or circulated by Morff.

    1. Upon Morff or the Buyer’s request, the Freelancer shall provide a proposal on the Project including costs, key milestones, quality assurances, credentials, etc. (Project Proposal).
    2. Upon receiving confirmation of the Buyer having accepted the Project Proposal, the Freelancer shall enter into a Project Agreement with the Buyer.
    3. Upon execution of the Project Agreement, the Freelancer shall commence work on the Project, per the terms of the Project Agreement.


  26. Milestone Deliverable

    The Freelancer shall complete the Milestone Deliverables (as defined in the Project Agreement) in relation to a Project and upload them onto the Morff Platform for review and approval by the Buyer.


  27. Review Mechanism
    1. The Freelancer agrees that there shall be a review and approval mechanism for each Milestone Deliverable of the Platform. The Buyer shall review each Milestone Deliverable uploaded to the Platform accordingly and approve such Milestone (Milestone Approval) and may request for changes to the Milestone Deliverable up to 3 times without the Freelancer being entitled to any additional payment or remuneration in respect of such Project (Review Mechanism).
    2. The Freelancer shall make such changes to the Milestone Deliverable as requested by the Buyer as part of the Review Mechanism.
    3. In the event the Buyer does not provide the Milestone Approval upon the completion of the final (third) review in respect of such Milestone Deliverable, Morff shall facilitate a dialogue between the Freelancer and the Buyer, and assist the parties in evaluating whether such withholding of the approval is due to any change in the scope of the Project. In the event such withholding of the Milestone Approval is not due to a change in scope, Morff reserves the right to require the Freelancer to revise the Milestone Deliverable as part of the extended review mechanism for a final time (Additional Review).
    4. In the event the Buyer does not wish to opt for the Additional Review, Morff shall provide Buyer with an option to replace the Freelancer from the pool of Freelancers in the manner specified in Paragraph 34 below. However, the Freelancer shall be required to submit any pending deliverables per the Project Agreement for which the relevant Milestone Payment has been made by the Buyer.
    5. In the event the Milestone Approval has not been provided due to a change in the scope of the Project, Morff shall facilitate a dialogue between the Freelancer and the Buyer for a revision to the Project Agreement based on such change in scope. All terms contained in this Terms of Use and the amended Project Agreement shall apply mutatis mutandis to such revised Project Agreement.
    6. Any Milestone Dispute which arises in relation to a Project where the Review Mechanism does not resolve any dispute shall be resolved by way of the Dispute Resolution Mechanism provided for in these Terms of Use and the Project Agreement.


  28. Receipt of Milestone Payment
    1. Morff shall release the Milestone Payment received from the Buyer in accordance with Part C below within a period of 7 days from the Milestone Approval.
    2. The Milestone Payment shall be released to the account designated by the Freelancer in this respect.
    3. Freelancer acknowledges that Morff uses third-party payment gateways for release of the funds, and that Morff shall not be responsible in the event of any delay in the transfer of the Milestone Payment to the Freelancer due to any delay, failure, scheduled or unscheduled maintenance or other problem in such third party payment gateway.


  29. Penalty
    1. Freelancer acknowledges that Morff may be instructed by the Buyer to deduct a penalty amount from a Milestone Payment in accordance with the Project Agreement (BuyerPenalty), and that Morff may withhold such Penalty amount from the respective Milestone Payments.
    2. Freelancer shall have the right to instruct Morff to impose a penalty amount on a Milestone Payment in accordance with the Project Agreement (FreelancerPenalty), and that he has the right to not commence work on the next Milestone Deliverable till the time the Milestone Payment along with the Freelancer Penalty has been made, or instruct Morff to withhold the Project Handover in case the Freelancer Penalty has been imposed on the final Milestone Deliverable.


  30. Fees and Other Deductions
    1. Freelancer acknowledges that Morff shall deduct the Commission Fee and any Penalty from the Milestone Payment prior to transfer of the Milestone Payment to the Freelancer.
    2. The Commission Fee shall be 10 % (Ten percent) of each Milestone Payment, not including any Penalty amount to be deducted from the Milestone Payment.


  31. Copyright
    1. Freelancer shall own the copyrights and other intellectual property rights in all content created as part of the Project Agreement. In relation to a Milestone Deliverable, such rights shall automatically be transferred to the Buyer upon the transfer of the Milestone Payment in respect of such Milestone Deliverable to the Freelancer.


  32. Part C : Terms relating to Buyers and Availing of Freelancer Services

    The provisions of this Section C shall apply to Freelancers providing Freelancer Services on or through the Platform.

  33. Availing Services
    1. The Buyer shall list a Project requirement on the Platform either directly or through a discussion with Morff.
    2. Upon the listing, the Buyer shall, with the assistance of Morff, create a request for proposal, which shall include a detailed Project Brief (Project Request).
    3. The Buyer shall evaluate all Project Proposals independently, and upon selecting one Project Proposal, the Buyer shall enter into a Project Agreement with the Freelancer.
    4. Upon the execution of the Project Agreement, but prior to the commencement of execution of the Project, the Buyer shall remit the first Milestone Payment to the credit of the Freelancer, via the payment gateway provided by Morff and as governed by the terms of this Terms of Use.
    5. Upon transfer of the first Milestone Payment to the Morff payment account to the credit of the Freelancer, the Freelancer shall commence work on the Project, per the terms of the Project Agreement.


  34. Review Mechanism
    1. The Buyer shall have the right to review and approve each Milestone Deliverable of the Platform. The Buyer shall review each Milestone Deliverable uploaded to the Platform by the Freelancer and accordingly approve such Milestone (Milestone Approval) and may request for changes to the Milestone Deliverable up to 3 times without the Freelancer being entitled to any additional payment or remuneration in respect of such Project (Review Mechanism).
    2. In the event the Buyer does not provide the Milestone Approval upon the completion of the final (third) review in respect of such Milestone Deliverable, Morff shall facilitate a dialogue between the Buyer and the Freelancer, and assist the parties in evaluating whether such withholding of the Milestone Approval is due to any change in the scope of the Project. In the event such withholding of the Milestone Approval is not due to a change in scope, the Buyer may request Morff to direct the Freelancer to revise the Milestone Deliverable for a final time (Additional Review). Morff reserves the right to refuse to require the Freelancer to revise the Milestone Deliverable as part of the Additional Review.
    3. In the event the Buyer does not wish to opt for the Additional Review, Morff shall provide Buyer with an option to replace the Freelancer from the pool of Freelancers in the manner specified in Paragraph 34 below.
    4. In the event the Milestone Approval has not been provided due to a change in the scope of the Project, Morff shall facilitate a dialogue between the Freelancer and the Buyer for a revision to the Project Agreement based on such change in scope. All terms contained in this Terms of Use and the amended Project Agreement shall apply mutatis mutandis to such revised Project Agreement.
    5. Any Milestone Dispute which arises in relation to a Project where the Review Mechanism does not resolve any dispute shall be resolved by way of the Dispute Resolution Mechanism provided for in these Terms of Use and the Project Agreement.


  35. Change of Freelancer
    1. In the event the Buyer wishes to change the Freelancer and the request for change of Freelancer is initiated prior to the submission of any deliverable, the Buyer shall submit a new Project Request in accordance with these Terms of Use.
    2. In the event the Buyer wishes to change the Freelancer in accordance with Paragraph 33. C. above, and this change of Freelancer is after commencement of the Project and/or after the submission of a project deliverable, the previous deliverables pending from the Freelancer shall be received and transferred to the new Freelancer upon commencement of the new Project.


  36. Milestone Payments
    1. The Buyer shall remit the first Milestone Payment through the payment link provided by Morff whether or not on the Platform, within a period of 7 days from execution of the Project Agreement.
    2. The Buyer shall be required to remit each subsequent Milestone Payment upon the completion of the previous Milestone Deliverable, and in no event later than 5 days from the date of the completion of the previous Milestone Deliverable.
    3. Buyer acknowledges that Morff uses third-party payment gateways for transfer of the funds, and that Morff does not provide escrow services. The Buyer further acknowledges that Morff shall hold each Milestone Payment to the credit of the Buyer and Freelancer, and shall only remit it to either the Buyer, or the Freelancer upon a Milestone Approval, or an approved Refund Request, as the case may be.
    4. Morff shall not be responsible in the event of any delay in the transfer of the Milestone Payment to the Freelancer due to any delay, failure, scheduled or unscheduled maintenance or other problem in such third-party payment gateway.


  37. Penalty
    1. Buyer shall have the right to impose a penalty upon the Freelancer for any delays in the Project, as per the terms of the Project Agreement (BuyerPenalty). Buyer may instruct Morff to deduct a penalty amount from the Milestone Payments and withhold the Penalty Amount in accordance with the Project Agreement.
    2. The Buyer Penalty, if any shall not be refunded back to the Buyer prior to completion of the Project and payment of the final Milestone Payment.
    3. Buyer acknowledges that Morff may be instructed by a Freelancer to impose a penalty amount on a Milestone Payment in accordance with the Project Agreement (FreelancerPenalty), and that the Freelancer has the right to not commence work on the next Milestone Deliverable till the time such Milestone Payment along with the Freelancer Penalty has been made, or to instruct Morff to withhold the Project Handover in case the Freelancer Penalty has been imposed on the final Milestone Deliverable.


  38. Refund
    1. In the event the Buyer does not wish to change the Freelancer, or avail of the additional review, or in the event the work has not yet commenced, the Buyer shall have the right to cancel the Project and request for a refund (Refund Request).
    2. Any Refund Request in respect of a Milestone Payment shall be dealt with by means of the Dispute Resolution Process contained herein. In the event the Refund Request is approved, whether partially or completely, the refund shall be initiated within a period of 7 (days) from such approval and may take upto 7 days to be transferred to the account of the Buyer.
    3. In case a Buyer has already initiated a chargeback through the credit card issuing bank, the Buyer shall not be eligible for a refund. Further if a chargeback is initiated by the Buyer, Morff reserves the right to recover such amount from the Buyer for which a chargeback/reversal which may be imposed on Morff by a third party.


  39. No liability
    1. Morff is not liable for the execution of a Project or the completion of the obligations of the Freelancer under the Project Agreement in a manner satisfactory to the Buyer and shall not be liable for any damages, whether direct or indirect, for any such damages suffered by the Buyer pursuant to the terms of the Project Agreement.


  40. Copyright
    1. Freelancer shall own the copyrights and other intellectual property rights in all content created as part of the Project Agreement. In relation to a Milestone Deliverable, such rights shall automatically be transferred to the Buyer upon the transfer of the Milestone Payment in respect of such Milestone Deliverable to the Freelancer.