MORSIS PLATFORM — TERMS AND CONDITIONS

Synergy Shock LLC
Version: 2.0
Last updated: May 6, 2026

1. Introduction

These Terms and Conditions ("Terms") govern access to and use of the MORSIS platform ("Platform") operated by Synergy Shock LLC ("Morsis," "we," or "us"), incorporated in Wyoming, United States.

By accessing or using the Platform, the business entity that has entered into a commercial agreement with Morsis ("Customer," "you," or "your") agrees to be bound by these Terms. These Terms apply alongside and are incorporated into any commercial agreement, order form, or proposal signed between the parties.

2. Definitions

Term Meaning
Platform The MORSIS software-as-a-service application, including all modules, APIs, integrations, and related services.
Customer The business entity that has entered into a commercial agreement with Morsis to use the Platform.
Authorized User Any employee, contractor, or agent of the Customer permitted to access the Platform on the Customer's behalf.
Branch A physical or virtual location operated by the Customer and managed within the Platform.
End User A person who interacts with the Customer's services through Platform-powered touchpoints (e.g., kiosks, online store, QR menus, loyalty program).
Customer Data All data submitted to or processed through the Platform by the Customer or its Authorized Users.
End User Data Data about End Users processed through the Platform on behalf of the Customer.
Subscription The right to access and use the Platform for the term and scope defined in the commercial agreement.

3. The Platform

Morsis provides a business operations platform for restaurants, retailers, and other businesses. The specific modules available depend on the Customer's Subscription plan. The Platform may include:

Morsis may add, modify, or discontinue features or modules. Material changes will be communicated with reasonable advance notice.

4. Account and Access

4.1 Setup. Access is established through Morsis's onboarding process following a commercial agreement. The Customer is responsible for providing accurate information.

4.2 Authorized Users. The Customer may create accounts for Authorized Users within the limits of the Subscription. The Customer is responsible for all actions taken by Authorized Users on the Platform.

4.3 Credentials. The Customer must ensure credentials are kept confidential. Morsis is not responsible for unauthorized access resulting from failure to safeguard credentials. The Customer must notify Morsis promptly of any suspected unauthorized access.

4.4 Devices. Enrolled devices (POS terminals, kiosks, kitchen displays) are the Customer's responsibility. The Customer must ensure only authorized staff operate enrolled devices.

5. Subscription and Payment

5.1 Scope. The modules, branches, users, and devices included in the Customer's Subscription are defined in the applicable commercial agreement.

5.2 Fees. Subscription fees are set in the commercial proposal. Morsis may update fees upon 30 days' written notice to the Customer.

5.3 Payment Terms. Payment is due as specified in the commercial agreement. Late or failed payments may result in suspension of access to the Platform.

5.4 Taxes. Fees are exclusive of applicable taxes. The Customer is responsible for all taxes imposed by any taxing authority on the Subscription.

6. Customer Responsibilities

6.1 Legal Compliance. The Customer is solely responsible for ensuring its use of the Platform complies with all applicable laws — including data protection, consumer protection, labor, and fiscal regulations — in the jurisdictions where it operates.

6.2 End User Relationships. Morsis is not a party to any transaction between the Customer and its End Users. The Customer must maintain its own terms of service and privacy notice for End Users, and must obtain any consents required by law when collecting End User data through the Platform.

6.3 Content Accuracy. The Customer is responsible for the accuracy of all content configured in the Platform, including product names, prices, descriptions, promotions, and operating hours.

6.4 Acceptable Use. The Customer may not use the Platform for any fraudulent, deceptive, or unlawful purpose, or in any manner that could harm Morsis, other customers, or third parties.

6.5 Device Care. The Customer is responsible for the proper use and physical security of hardware running the Platform. Damage from improper use is the Customer's responsibility.

7. Third-Party Integrations

7.1 General. The Platform connects to third-party services. Morsis does not control those services and is not responsible for their availability, performance, or terms.

7.2 Customer Compliance. The Customer must comply with the terms of service of any third-party platform connected through Morsis, including Meta's WhatsApp Business Policy, the terms of payment processors, and delivery platform agreements.

7.3 WhatsApp and Instagram (Meta). When using messaging features, the Customer is responsible for obtaining valid opt-in consent from End Users as required by Meta's policies and applicable law. The Customer is responsible for the content of all messages sent.

7.4 Payment Processors. Payment processing is performed by the configured third-party processor. Morsis does not store credit card numbers or sensitive payment credentials. Disputes, chargebacks, and payment failures are governed by the processor's own terms.

7.5 Delivery Platforms. When integrating with third-party delivery platforms, order data is transmitted under those platforms' terms. Morsis is not responsible for delivery outcomes.

8. Intellectual Property

8.1 Platform. Morsis and its licensors retain all intellectual property rights in the Platform — including software, interfaces, AI models, and documentation. These Terms do not grant the Customer any ownership in the Platform.

8.2 Customer Data. The Customer retains all rights in Customer Data and End User Data. The Customer grants Morsis a limited license to process that data solely to provide the Platform services described in these Terms and the Privacy Policy.

8.3 Feedback. Any feedback or suggestions the Customer provides may be used by Morsis without restriction or compensation.

9. Data Processing

Morsis processes Customer Data and End User Data as a data processor on behalf of the Customer, in accordance with the Privacy Policy. The Customer acts as the data controller for End User Data and is responsible for establishing a valid legal basis for its collection and processing.

Customers subject to GDPR, LGPD, or equivalent regulations may request a Data Processing Agreement by contacting privacy@synergyshock.com.

10. Confidentiality

Each party agrees to keep the other's confidential information (including pricing, technical documentation, and business data) strictly confidential, and not to disclose it to third parties without prior written consent — except as required by law or to fulfill obligations under these Terms. This obligation survives termination.

11. Disclaimers

The Platform is provided "as is" without warranties of any kind. To the extent permitted by law, Morsis disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. Morsis does not guarantee that the Platform will be free from errors, interruptions, or security vulnerabilities.

AI-powered features (kiosk interactions, content generation, analytics) operate probabilistically and may produce variable results. Morsis is not liable for decisions made based on AI-generated outputs.

12. Limitation of Liability

To the maximum extent permitted by applicable law, Morsis's total liability arising from these Terms is limited to the fees paid by the Customer in the three (3) months preceding the event giving rise to the claim.

Morsis is not liable for indirect, incidental, special, consequential, or punitive damages — including lost profits, data loss, or business interruption — even if advised of the possibility of such damages.

13. Term and Termination

13.1 Term. The Subscription term is defined in the commercial agreement.

13.2 Termination for Cause. Either party may terminate for material breach if the breach is not remedied within 30 days of written notice. Morsis may suspend or terminate access immediately for violations of Section 6.4 (Acceptable Use) or persistent non-payment.

13.3 Effects of Termination. Upon termination:
- Customer access to the Platform ceases.
- Morsis will make Customer Data available for export for 30 days after termination. After that period, Morsis may delete Customer Data in accordance with the Privacy Policy.
- The Customer is responsible for exporting all data within this 30-day window.
- Any fees owed through the termination date remain payable.

14. Changes to These Terms

Morsis may update these Terms from time to time. Existing Customers will be notified of material changes at least 30 days in advance by email or in-platform notification. Continued use of the Platform after the effective date of changes constitutes acceptance of the updated Terms.

15. Governing Law and Jurisdiction

These Terms are governed by the laws of the Argentine Republic, without regard to conflict-of-law rules. Any disputes shall be resolved before the courts of the City of Buenos Aires, Argentina.

Customers in other jurisdictions acknowledge that applicable data protection laws (GDPR, LGPD, CCPA/CPRA, LFPDPPP, and others) may impose additional obligations, which Morsis addresses in the Privacy Policy.

16. General Provisions

16.1 Entire Agreement. These Terms, together with the applicable commercial agreement and Privacy Policy, constitute the entire agreement between the parties regarding the Platform.

16.2 Severability. If any provision is found invalid or unenforceable, the remaining provisions remain in full effect.

16.3 Waiver. Failure to enforce any provision is not a waiver of future enforcement.

16.4 Assignment. The Customer may not assign these Terms without Morsis's prior written consent. Morsis may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.

17. Contact

Synergy Shock LLC
Email: legal@synergyshock.com
Website: https://morsis.com