Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the Morton Command Center website (mortoncommand.com), the Morton Command Center platform, and any related services (collectively, the “Service”) provided by MortonApps LLC (“MortonApps,” “we,” “us”).

By accessing the website, requesting a consultation, signing a Master Services Agreement, or otherwise using the Service, you agree to these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and references to “you” or “Customer” mean that organization.

If you do not agree to these Terms, do not use the Service.

1. The Service

Morton Command Center is a custom-built operations platform for managed service providers. Each customer deployment is a one-of-one instance designed and built by MortonApps to integrate with the customer’s specific tools, workflows, and team. Unlike a multi-tenant SaaS product, your Command Center is configured to your stack rather than provided as a templated feature set.

The Service typically includes: a one-time custom build (“Build”), ongoing hosting and maintenance (“Subscription”), and optional additional integrations or modules added over time. The specific scope, deliverables, and timelines for any Build are documented in a Statement of Work or Master Services Agreement (“MSA”) signed between MortonApps and the Customer.

These Terms apply alongside any MSA. In the event of a conflict, the MSA controls for the matters it covers.

2. Eligibility

The Service is intended for use by businesses and their authorized personnel. You must be at least 18 years old and capable of entering into a binding contract to use the Service. The Service is not directed to children under 16.

3. Accounts and Access

Your Command Center deployment includes user accounts for the personnel you designate. You are responsible for:

• Keeping account credentials confidential and using multi-factor authentication where supported
• Promptly notifying us of any suspected unauthorized access
• The actions taken under your accounts and ensuring authorized users comply with these Terms
• Maintaining accurate, current, and complete account information

We may suspend or terminate access for accounts that violate these Terms, as further described in Section 12.

4. Fees and Payment

Pricing for the Build, Subscription, and any additional integrations is set out in your MSA or signed proposal. Unless your MSA states otherwise:

• Build fee is a one-time charge for the custom development work, payable per the schedule in your MSA. It may be paid in full at engagement or amortized over the first twelve (12) months of the Subscription.
• Subscription fees are billed monthly in advance and cover hosting, support, platform maintenance, and minor enhancements.
• Additional integrations billed when scoped and accepted in writing.
• Out-of-scope work (beyond the deliverables in your MSA) is quoted separately and billed only after written approval.

Fees are exclusive of any applicable taxes, which are your responsibility. Invoices are due within thirty (30) days unless your MSA specifies otherwise. Late payments may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law. We may suspend the Service for accounts more than thirty (30) days past due, with prior written notice.

Subscription fees auto-renew at the end of each billing period unless either party provides written notice of non-renewal at least thirty (30) days before the renewal date. Fees paid are non-refundable except as expressly stated in your MSA.

5. License Grant

Subject to these Terms and your MSA, MortonApps grants you a non-exclusive, non-transferable, non-sublicensable license during the term of your Subscription to access and use your Command Center deployment for your internal business purposes.

The license does not permit you to: (a) copy, modify, or create derivative works of the Service; (b) reverse-engineer, decompile, or attempt to derive the source code of the Service; (c) resell, sublicense, or provide the Service as a hosted offering to third parties; (d) remove proprietary notices; (e) use the Service to build a competing product; or (f) use the Service in violation of applicable law.

6. Acceptable Use

You agree not to use the Service to:

• Violate any law, regulation, or third-party right
• Send spam, phishing messages, or other unsolicited communications
• Infringe intellectual property or privacy rights
• Upload, transmit, or process malware, viruses, or harmful code
• Attempt to access accounts, data, or systems not authorized to you
• Interfere with the integrity, performance, or security of the Service
• Probe, scan, or test the vulnerability of the Service except under a written agreement to do so
• Process data of children under 16 except as permitted by applicable law and your downstream agreements

You are responsible for ensuring your authorized users and your end clients (the customers you serve) comply with the requirements above to the extent the Service is used on their behalf.

7. Intellectual Property

7a. Our IP

The Service, including all underlying software, infrastructure, dashboards, modules, integrations, designs, documentation, and any improvements or enhancements developed in the course of delivering Builds (“MortonApps IP”), is and remains the property of MortonApps. We retain all right, title, and interest in MortonApps IP, including all intellectual property rights. The license in Section 5 is the only right granted to you in MortonApps IP.

Your Build incorporates customizations specific to your stack and workflows. Those customizations are part of MortonApps IP and may be reused, generalized, or productized for use in other customer deployments at our discretion. You retain no exclusive rights to the technical implementations created during the Build, even where the Build was developed in response to your specific request, unless your MSA expressly states otherwise.

7b. Your Data

You retain all right, title, and interest in the data you input or that the Service reads from your tools on your behalf (“Customer Data”). You grant MortonApps a limited, worldwide license to access, store, process, transmit, and display Customer Data only as needed to provide and support the Service.

Because the Service is designed to read from your existing tools (PSA, RMM, accounting, security, etc.) rather than warehouse a primary copy of your data, the bulk of your Customer Data continues to live in those tools throughout and after your engagement.

7c. Feedback

If you provide suggestions, comments, or other feedback about the Service, you grant MortonApps a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation to you.

7d. Third-Party Services and Customer Tools

Your Build connects to third-party services and tools you specify (“Customer Tools”) using credentials and access you provide. You represent and warrant that you have the right to grant us such access and to authorize the data flows the Service performs on your behalf. We are not responsible for the operation, availability, terms, or security of any Customer Tool, and your use of those tools is governed by their own terms.

8. Confidentiality

Each party may receive non-public information from the other party that is identified as confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will: (a) protect the other party’s Confidential Information with at least the same care it uses for its own confidential information of similar sensitivity, and in any case no less than reasonable care; (b) use Confidential Information only for purposes of performing under these Terms; and (c) not disclose Confidential Information to third parties except to its own personnel and contractors with a need to know who are bound by similar obligations.

Confidential Information does not include information that is publicly available without breach of these Terms, was already known to the receiving party without confidentiality obligations, is independently developed, or is rightfully received from a third party without restriction. The receiving party may disclose Confidential Information to comply with a valid legal request after providing reasonable notice where permitted.

9. Privacy

Our collection, use, and protection of personal information is described in our Privacy Policy. For deployed Command Center instances, the parties’ data-protection roles, processing activities, security measures, and subprocessor commitments are further detailed in the Data Processing Addendum (“DPA”) accompanying your MSA. The DPA controls for the matters it covers.

10. Service Availability and Support

We use commercially reasonable efforts to keep the Service available and to respond to support requests promptly. Specific availability targets, support response times, and any service credits are documented in your MSA, where applicable.

The Service may be temporarily unavailable due to scheduled maintenance, emergency maintenance, or events beyond our reasonable control. We will provide reasonable advance notice of scheduled maintenance where practicable.

11. Term

These Terms apply from the time you first access the Service and continue until terminated as described below. Your Subscription term, including initial term and renewal cadence, is set out in your MSA.

12. Suspension and Termination

We may suspend or terminate your access to the Service immediately if: (a) we reasonably believe your use creates a security risk or threatens the integrity of the Service or other customers; (b) you materially breach these Terms or your MSA and fail to cure within thirty (30) days of written notice (or immediately for breaches that cannot be cured); (c) any required payment is more than thirty (30) days past due; or (d) required by law.

You may terminate your Subscription as described in your MSA. Either party may terminate for material breach as described above.

Upon termination: (a) your right to access the Service ceases; (b) we will provide a reasonable export window of Customer Data in a standard format, in accordance with your MSA and the DPA; (c) we will delete Customer Data within the timeframe set in the DPA, subject to legally required retention; (d) any unpaid fees become immediately due; and (e) provisions of these Terms that by their nature should survive (including IP, confidentiality, payment of accrued fees, disclaimers, limitations of liability, and governing law) will survive.

13. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR YOUR MSA, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL MEET YOUR SPECIFIC REQUIREMENTS UNLESS EXPRESSLY AGREED IN A WRITTEN MSA.

WE MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY THIRD-PARTY SERVICE OR CUSTOMER TOOL. YOUR USE OF THOSE TOOLS IS AT YOUR OWN RISK AND GOVERNED BY THEIR OWN TERMS.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR (A) AMOUNTS OWED FOR THE SERVICE, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS, OR (C) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO MORTONAPPS UNDER THE APPLICABLE MSA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, IN WHICH CASE THE LIMITATIONS ABOVE APPLY ONLY TO THE EXTENT PERMITTED.

15. Indemnification

By Customer. You will indemnify, defend, and hold harmless MortonApps and its personnel from and against any third-party claim arising out of (a) your or your authorized users’ violation of these Terms or applicable law; (b) Customer Data or your use of Customer Tools, including any claim that they infringe a third party’s rights; or (c) the products or services you provide to your end clients.

By MortonApps. We will indemnify, defend, and hold harmless Customer from and against any third-party claim alleging that the Service, as provided by MortonApps and used in accordance with these Terms and the MSA, infringes a U.S. patent, copyright, or trademark. Our obligation does not apply to claims arising from (i) Customer Data; (ii) Customer Tools or third-party services; (iii) modifications to the Service not authorized by us; or (iv) combination of the Service with materials not provided by us where the claim would not have arisen but for that combination.

The indemnified party will (a) promptly notify the indemnifying party of any claim, (b) give the indemnifying party sole control of the defense and settlement (provided no settlement adversely affects the indemnified party without consent), and (c) provide reasonable cooperation at the indemnifying party’s expense.

16. Changes to the Service

We may add, modify, or remove features of the Service at our discretion. For material changes that adversely affect the documented functionality you contracted for, we will provide reasonable advance notice and a path to preserve the functionality you require, in accordance with your MSA.

17. Changes to These Terms

We may update these Terms from time to time. The “Last updated” date above will reflect the most recent revision. For material changes, we will provide reasonable notice through the Service or to the email address on file with your account. Continued use of the Service after the effective date of an update constitutes acceptance of the updated Terms.

18. Governing Law and Disputes

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in San Joaquin County, California for any dispute not subject to mandatory arbitration.

The parties will attempt in good faith to resolve any dispute through informal discussion before initiating formal proceedings. Either party may seek equitable relief in court at any time to protect its intellectual property or confidential information.

19. Miscellaneous

• Entire agreement. These Terms, together with your MSA, the Privacy Policy, and any DPA, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements on the subject.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be modified only to the extent necessary to make it enforceable.
• No waiver. Failure to enforce any provision is not a waiver of the right to do so later.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Force majeure. Neither party is liable for delays or failures due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, network failures, or actions of third-party providers.
• Notices. Notices to MortonApps must be sent to [email protected]. Notices to Customer will be sent to the email address designated in the MSA or the most recent address on file with your account.
• Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, or agency relationship.
• U.S. Government users. The Service is “Commercial Computer Software” as defined under U.S. federal law and is provided to U.S. Government users with only those rights granted to all other end users.

20. Contact

Questions about these Terms? Contact us:

MortonApps LLC
Legal Inquiries
Email: [email protected]