Terms of Service

These Terms of Service (the "Terms") are an agreement between you and the developer of Morion, established in the Republic of Lithuania ("Morion", "we", "us"). The legal entity name and registered address will be stated here upon registration; until then, notices may be sent to the address in section 18.

The Terms apply to the Morion desktop application and its updates (the "Application"), the account, entitlement and AI gateway service ("Morion Cloud"), the optional synchronisation and sharing service ("Sync"), and the website morion.ai (the "Website"), together the "Services".

You accept the Terms by creating an account, installing or using the Application, or using the Website. If you use the Services on behalf of an organisation, you represent that you are authorised to bind it. If you do not accept the Terms, do not use the Services.

The Privacy Policy and the Refund Policy form part of these Terms. Purchases are additionally subject to the terms of Link, the Stripe service through which subscriptions are sold (section 4).

Subject to the Terms, we grant you a personal, non-exclusive, non-transferable, revocable license to install and use the Application on one device bound to your account (section 5), for the duration of your plan. The Application is licensed, not sold. All rights not expressly granted are reserved.

Morion Community is a separate, discontinued line of the software (version 1.5) published under the Apache License 2.0 at github.com/miksushko/morion-oss. Your rights in that code are governed by that license. Nothing in these Terms narrows it, and nothing in that license extends to the Application, Morion Cloud, Sync or our trademarks.

Account. Use of the Application requires an account identified by an email address, created on the Website with a name, the email address and, at your choice, a password. Sign-in is performed with that password or with a one-time code sent to that address; the address is verified with such a code when the account is created. You are responsible for maintaining access to that address and for all activity under your account. One person may hold one account and receive one trial.

Plans. We offer a Free plan and a paid subscription plan (currently Pro) with different features and usage limits, for example a monthly limit on MCP calls on the Free plan. The features, limits and prices of each plan are described on the pricing page and shown at checkout, which together are the sole authoritative source for price. A plan marked as "coming soon" is not available for purchase until it is released.

Trial. Each new account receives a trial of the Pro plan for 14 days from account creation. No payment method is required and nothing is charged when the trial ends. At the end of the trial without a subscription, the account continues on the Free plan; features not included in the Free plan are disabled until a subscription is purchased. No Content is deleted from your device.

Usage limits. Where a plan includes a usage limit, the Application enforces it. When the monthly limit of MCP calls on the Free plan is reached, write operations over MCP are refused until the next monthly period or an upgrade; read operations continue. AI features included in a plan are provided within a fair-use budget per account; beyond it they continue on lighter models, with reduced speed or quality, and are not blocked.

Changes to plans. We may change the features, limits and allowances included in a plan, such as the number of MCP calls or the fair-use budget for AI features. We may change the Free plan and the trial at any time without notice. A change that reduces what a paid plan includes applies to you from your next renewal, after at least 30 days’ notice by email or through the Application; you may cancel before it takes effect.

Subscription term. Paid plans are sold as automatically renewing subscriptions with a monthly or yearly term. Unless cancelled before the end of the current term, a subscription renews for a further term of the same length at the price then in force.

Merchant of record. Stripe, through its Link service ("Link"), sells the subscription to you as merchant of record: it collects payment, calculates and remits sales tax, VAT or GST where applicable, and issues receipts and invoices. Payments are processed by Stripe Payments Company or Stripe Technology Europe, Limited. Link’s terms apply to the purchase. We do not receive your payment card details. Purchases cannot be made from Russia, China, Iran, Cuba, North Korea, Syria, Kosovo, Ascension Island or Tristan da Cunha.

Price changes. We may change the price of a plan. A price change applies to you from the next renewal after we notify you, at least 30 days in advance, by email or through the Application. You may cancel before the renewal to avoid the new price.

Cancellation. You may cancel a subscription at any time at morion.ai/account, which opens the customer portal operated by Stripe, at link.com, or by writing to support@morion.ai. Cancellation takes effect at the end of the current term; until then the plan remains active. After the term ends the account continues on the Free plan.

Refunds. You may request a full refund within 14 days of your first purchase of a subscription, once per account. Renewals and top-ups are not refundable except where mandatory law provides otherwise. Details are in the Refund Policy. Consumers in the European Economic Area and the United Kingdom have a statutory 14-day right of withdrawal, which the Refund Policy honours. Link may also issue a refund within 60 days of a purchase in certain cases under its own terms; we do not contest such refunds.

Failed payments. If a renewal payment fails, Stripe retries it and notifies you. If payment is not received after the retries, the subscription is cancelled and the account continues on the Free plan.

An account, and any subscription on it, is bound to the first device on which it signs in. Sign-in from a second device is refused. To move the account to another device, write to support@morion.ai; we release the previous device and the new device may sign in. We may decline a move requested more than once in a calendar month.

The Application verifies its entitlement with Morion Cloud on launch and periodically while it runs, caches the result so that it operates offline for a grace period, and does not transmit Content in that exchange. Interference with the entitlement mechanism is a material breach of these Terms (section 9).

The Application includes AI features: Mo’s retrieval of context for AI agents (work packets, answers with citations, lookups and overviews), Mo Assistant and Auto-code workflows. AI features are subject to your plan and apply only to folders where you have turned AI access on.

Our gateway. Mo’s retrieval, its answers and Mo Assistant run through a gateway operated by Morion Cloud, which forwards each request to model providers under our own account. Their cost is included in your plan; no key or account of yours with a model provider is required. We may change the models and providers behind the gateway without notice, provided the service remains materially equivalent, and heavy use may move to lighter models as described in section 3.

Agents you run. Auto-code runs the coding agents and models you choose, on the subscriptions, API keys or model providers you set up for them. Your relationship with those providers, including their terms, billing and data handling, is between you and them. The Mo stages of a workflow run through our gateway.

Output. Output generated by AI features is produced by third-party models and may be inaccurate, incomplete or unsuitable for your purpose. You are responsible for reviewing output before relying on it, including code changes proposed or merged by Auto-code workflows. Nothing produced by the Services constitutes professional advice.

Agents and workflows. Auto-code runs AI agents on your device and in your repositories under the permissions you configure. You are responsible for the repositories, credentials and commands you make available to workflows, and for the actions agents take with them.

We plan to offer a way to synchronise and share folders ("Sync"). It is not available yet, and how it will store and process your Content is not decided. Before Sync is released, we will set out its terms in this section and in the Privacy Policy and announce the change as described in section 17. Until then, nothing in these Terms permits us to store your Content on our infrastructure.

You agree not to:

• share, resell or transfer an account, or use one subscription on more than one device except through the transfer procedure in section 5;
• circumvent, disable or reverse engineer the entitlement, trial, usage-limit or fair-use mechanisms, or use paid features without a valid plan;
• redistribute the Application or modified versions of it, or use the Morion or Mo names and logos for a fork, redistribution or derivative product in a manner that suggests it is official or endorsed by us;
• use the Services, including Sync and AI features, to store, process or generate material that is unlawful, that infringes the rights of others, or that is intended to harass or harm any person;
• use the Services to attack, probe or overload Morion Cloud or any third-party service reached through it, or to send unsolicited communications;
• use the AI gateway in a manner that violates the acceptable-use policies of the underlying model providers.

You may connect any MCP-compatible client to the Application, back up your database file wherever you wish, and refer to Morion in reviews, tutorials and comparisons in the ordinary course.

You retain all rights in the Content you create or import in the Application. Except for the limited license required to process AI requests you initiate (section 6) and any license set out for Sync once it is released (section 7), we claim no license or right in your Content and do not use it for advertising, analytics or model training.

Content that is not synced is stored only on your device. You are responsible for backing it up. The Application exports your Content to Markdown at any time and on every plan; export is never withheld.

Where you connect an AI client over MCP, that client may read and write the Content you permit through the Application's access settings. You are responsible for which clients you connect and which folders and notes you make available to them.

Morion collects usage statistics as described in section 5 of the Privacy Policy, which sets out what is collected, what is never collected and how to switch it off. Entitlement verification is not telemetry and cannot be disabled while a plan is active.

The Services depend on third-party providers, including Stripe and its Link service (payments), Cloudflare (Morion Cloud infrastructure), OpenRouter (model provider behind the gateway), Resend (transactional email), Mixpanel (usage statistics), Supabase (subscription records), Netlify (Website hosting), GitHub (release distribution) and Google Analytics (Website analytics, subject to consent). Their roles are described in the Privacy Policy. We are not responsible for the availability or conduct of third-party services you connect yourself, such as AI clients and model providers.

The Application checks for updates and installs signed updates when you accept them. You may disable automatic update checks in the settings. Updates may add, change or remove features. We will not remove a feature that a paid plan advertises without a reasonable replacement or advance notice, and we will not release an update that deletes your Content or renders it unexportable.

The Application, Morion Cloud, Sync, the Website and all related software, designs and documentation are owned by us or our licensors and are protected by intellectual property laws. "Morion", "Mo" and the Morion logo are our trademarks. You may not use them in a manner that suggests endorsement, partnership or affiliation without our written consent.

If you submit feedback, suggestions or bug reports, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them for any purpose without obligation to you.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY AND UNINTERRUPTED OR ERROR-FREE OPERATION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF DATA, PROFITS, REVENUE OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, INCLUDING OUTPUT OF AI FEATURES AND ACTIONS TAKEN BY AI AGENTS. OUR TOTAL LIABILITY FOR ALL CLAIMS IN ANY TWELVE-MONTH PERIOD SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID US FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE CLAIM AND FIFTY US DOLLARS (USD 50).

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, for fraud, or under mandatory consumer protection law. Where you are a consumer, the statutory warranties of your country of residence apply to the extent they cannot be excluded.

To the extent permitted by law, you agree to defend and indemnify us against third-party claims, and the damages, costs and reasonable legal fees finally awarded, arising from Content you store, share or process through the Services in breach of section 8, or from your use of the Services in violation of these Terms, reduced to the extent caused by our own fault.

These Terms remain in force while you hold an account. You may terminate them at any time by cancelling any subscription, deleting the Application, and requesting deletion of your account at support@morion.ai.

We may suspend or terminate your account for a material breach of these Terms, including account sharing, circumvention of the entitlement or usage-limit mechanisms, misuse of our trademarks, or unlawful use of the Services. Where the breach can be remedied, we will notify you and allow a reasonable period to remedy it before termination. We may also discontinue the Services or a paid plan with at least 30 days' notice; in that case any prepaid period after discontinuation is refunded pro rata.

On termination the license in section 2 ends. Sections 8, 9, 12, 13, 14, 16 and 17 survive termination. Content on your device is unaffected. Account records are retained and deleted as described in the Privacy Policy.

These Terms are governed by the laws of the Republic of Lithuania, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. Disputes that cannot be resolved amicably shall be submitted to the competent courts of Vilnius, Lithuania.

If you are a consumer resident in the European Economic Area, the United Kingdom or Switzerland, this section does not deprive you of the protection of the mandatory consumer-protection rules of your country of residence, and you may bring proceedings in the courts of that country. Consumers in the European Union may also use the European Commission's Online Dispute Resolution platform.

Changes. We may amend these Terms to reflect changes in the Services, our providers or the law. Material changes will be announced on the Website and, where we hold your email address, by email at least 30 days before they take effect. Continued use of the Services after the effective date constitutes acceptance. If you do not accept a change, you may terminate under section 15.

Entire agreement. These Terms, together with the Privacy Policy and the Refund Policy, constitute the entire agreement between you and us regarding the Services and supersede any prior agreement.

Severability; waiver; assignment; force majeure. If any provision is held unenforceable, the remaining provisions remain in force. A failure to enforce a provision is not a waiver of it. You may not assign these Terms without our written consent; we may assign them in connection with a merger, acquisition or sale of assets. Neither party is liable for delay or failure caused by events beyond its reasonable control.

Questions regarding these Terms, licensing or legal notices: support@morion.ai. Privacy matters: privacy@morion.ai.