Modlee's Terms of Service

Terms of Service Last Modified: March 31, 2024 Welcome to Modlee.ai Welcome to the Modlee.ai website, owned and operated by Modlee Inc. (“Modlee,” “we,” “us” or “our”). These Terms of Service (“Terms of Service”) govern your use of the website located at https://www.modlee.ai (the “Site”) and all related products, services, tools, mobile applications, web applications, and any other technology platforms or tools located at any Modlee websites, including without limitation, successor website(s) or application(s) thereto (collectively, the “Services”). The terms “you,” “your” or “user” refers to you, the user. If you are using the Services on behalf of a business, association, or other entity, “you” or “your” will also refer to such business, association, or other entity, unless the context clearly dictates otherwise. You agree that you are authorized to consent to these terms on behalf of such business, association, or other entity, and we can rely on this. Important Notices PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (a) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST MODLEE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (b) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (c) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW. These Terms Set Forth a Legally Binding Agreement Please read these Terms of Service very carefully before accessing or using our Services. By using/ continuing to use our Services, you acknowledge you have read and understand and agree to be bound by the Terms of Service, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. Please print a copy of this agreement for your records. If you do not agree to all the terms and conditions of these Terms of Service, then you may not access or use the Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service. Eligibility to Use the Services To use the Services you must be, and represent and warrant that you are, at least the age of majority in your state, province or jurisdiction of residence, or if you are under the age of majority in your state, province, or jurisdiction of residence, you represent and warrant that your parent or legal guardian has reviewed these Terms of Service with you and accepts them on your behalf; parents or legal guardians are responsible for the activities of their minor dependents while using the Services. You warrant and represent that you (a) have all necessary rights, power, and authority to agree to these Terms of Service and perform your obligations hereunder, and (b) nothing contained in these Terms of Service or in the performance of such obligations will place you in breach of any other contract or obligation. Privacy Policy Please refer to our Privacy Policy for information about how we collect, use, store and disclose your personal information. 1. The Services The Services provide you with access to Modlee’s artificial intelligence (AI) product to suggest models for machine learning (ML) tasks, dataset and/or other target requirements. We reserve the right, but are not obligated, to limit the sales of our Service to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis, in our sole discretion. All descriptions of the Service are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue the Service at any time. Any offer for the Service is void where prohibited. 2. Intellectual Property Ownership; Third-Party Websites 1. Intellectual Property Ownership. 1. Content. All elements of the Services (including, for example, text, designs, logos, icons, images, audio clips, downloads, interfaces, information, code, files, APIs, libraries, software, graphics, business rules, source code, commented source code, schematics, drawings, flowcharts, diagrams, specifications, algorithms, formulae and creative content and other materials related to the Services, including any and all computer programs, interfaces, bridges, data feeds, and or tools related to but separate from and independent of the Services, and the selection and manner of compilation and presentation) (collectively, the “Content”), is owned by Modlee, our content providers, or our licensors (as applicable), and may be protected by copyright, trademark, and other applicable laws. Modlee, our content providers, or our licensors (as applicable) retain full and complete title to and reserve all rights in the Content on the Services, including all associated intellectual property rights. Modlee neither warrants nor represents that your use of Content on the Services will not infringe rights of third parties. 2. Modlee’s Proprietary Marks. You may access the Services only for your permitted use under these Terms of Service, and you may not modify or delete any copyright, trademark, or other proprietary notice relating to any Content you access. Your access to and use of the Services does not grant you any license or right to use any trademark, logo, or service mark displayed on the Services. You agree not to display or use in any manner the Modlee marks without Modlee's advance written permission. 3. Software. All software used in connection with the Services is the property of Modlee or our licensors and protected by United States and international copyright laws, and subject to separate license terms, in which case those license terms will govern such software. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services, use of the Services or access to the Services, or any contact on the Services through which the Services is provided, without express written permission by us. 4. Reservation of Rights. All rights not expressly granted herein are reserved by Modlee, our affiliates, and licensors. You agree to abide by all additional restrictions displayed on the Services, and as they may be updated from time to time. 2. Your Content. You acknowledge that Modlee may use any and all content, materials, data or information shared, submitted or uploaded to Modlee by you or on behalf of you, or otherwise accessed to Modlee in performance of its Services for you (collectively, “Your Content”) to provide the Services. Without limiting the generality of the foregoing definition of Your Content, Your Content shall include user ML experiment details (including, model training parameters; trained model weights;[a][b] mathematical description of model architecture; and/or model performance on a dataset). You hereby grant to Modlee and its subcontractors, a perpetual, irrevocable, paid-up, royalty-free, worldwide, non-exclusive right and license to copy, use, display, modify, reproduce and make derivative works of Your Content for the purpose of Modlee (i) fulfilling its obligations under these Terms of Service, (ii) improving and enhancing the Services, including improving Modlee’s generative AI, and (iii) performing other development and diagnostic activities related to the Services. You are solely responsible for the nature, content, integrity and security (including backup and recoverability) of all of Your Content. You represent, warrant and covenant to have been effectively granted all necessary rights (subject to applicable federal and state privacy laws and regulations) by its customers, users and all affected third parties which are necessary for the foregoing license grant. As between you and Modlee, all right, title and interest throughout the world in and related to Your Content are solely and exclusively owned by, and are hereby exclusively reserved by, you. Other than the license rights expressly granted herein, no other right, title or interest in or to Your Content is transferred or granted to Modlee.[c] 3. Feedback. By sending Modlee any feedback, comments, questions, ideas, proposals, or suggestions concerning Modlee or the Services whether online, by email, by postal mail, or otherwise (collectively, “Feedback”), you represent and warrant (i) that you have the right to disclose the Feedback, (ii) that the Feedback does not violate the rights of any other person or entity, including intellectual property rights, such as infringing a copyright, trademark, or patent; violating a right of privacy, attribution or withdrawal; or otherwise misappropriating a trade secret, and (iii) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending Modlee any Feedback, you further (a) agree that Modlee is under no obligation of confidentiality, express or implied, with respect to the Feedback, (b) acknowledge that Modlee may have something similar to the Feedback already under consideration or in development, and (c) grant Modlee an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license, under all intellectual property rights, to use, make, have made, incorporate into the Services, modify, copy, display, perform, distribute, prepare derivative works, publish, distribute, and sublicense the Feedback, without any credit or compensation to you. This Feedback section shall survive any termination of these Terms of Service. 4. Third-Party Websites. Certain content, products, and services available via the Services may include materials from third-parties or provide you with access to third-party tools, products, and resources over which we neither monitor nor have any control nor input. Further, third-party links on our Site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy of any third-party materials or websites, or for any other materials, products, or services of third-parties. The views expressed in third-party materials, websites, resources, products, or services are those of such third-party, and do not necessarily reflect our views. You acknowledge and agree that we provide access to such materials, products, websites, tools, and resources “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We do not warrant and will not have any liability or responsibility arising from or relating to third-party materials, websites, tools, products, and resources. Any use by you of third-party materials, tools, products, services, and resources offered through the Services is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which such items are provided by the relevant third-party provider(s). We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. You may not use third-party content without that third-party’s permission, or as otherwise allowed by law. Complaints, claims, concerns, or questions regarding third-party products or services should be directed to the applicable third-party. 5. Errors, Inaccuracies and Omissions. Occasionally there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to Services’ descriptions, pricing, promotions, offers. We reserve the right, without prior notice, to (i) correct any errors, inaccuracies, or omissions, and (ii) change or update information or cancel orders, if any information in the Services or on any related website is inaccurate at any time (including after you have submitted your order). We undertake no obligation to update, amend, or clarify information in the Services or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Services or on any related website, should be taken to indicate that all information in the Services or on any related website has been modified or updated. 6. Statistical Information. We may derive and compile, either manually or automatically, anonymized and aggregated data and information related to the performance, operation, and use of the Services and related systems and technologies (“Statistical Information”) including by you, and Modlee will be free to: (i) use such Statistical Information to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Modlee offerings, and (ii) disclose such Statistical Information in aggregate or other de-identified form in connection with our business. We own the rights in and to such Statistical Information. 3. User Account and Security 1. Agreement to Provide Accurate Registration Information. If you wish to participate in certain aspects of the Services, you may need to register for an account on the Services (“Account”). By creating an Account, you agree to (i) provide accurate, current, and complete registration information about yourself, and (ii) maintain and promptly update as necessary your Account information. Any registration is solely for you, and you may only use one single Account. You may not use the Accounts of others, or allow others to use your Account, and you are solely responsible for preventing such unauthorized use of your Account. 2. User Submission of Personal Information. When creating an Account and using the Services, you will be asked to provide certain personal information. By submitting personal information through our Services, you agree to the terms of our Privacy Policy and you expressly consent to the collection, use and disclosure of your personal information in accordance with the Privacy Policy. You grant Modlee and all other persons or entities involved in the operation of the Services the right to transmit, monitor, retrieve, store, and use your information in connection with the operation of the Services. Modlee cannot and does not assume any responsibility or liability for any information you submit, or your or third parties’ use or misuse of information transmitted or received using the Services. 3. Username Policies. 1. Account Name Availability. Account names are available on a first-come, first-served basis. Usernames are not your intellectual property or personal property. Modlee reserves the absolute right to delete, modify or change a username associated with an Account without notice for actual or suspected violation of these Terms of Service and any Modlee policies and procedures. 2. Squatting Prohibited. Modlee prohibits username squatting and the practice of reserving usernames for future use, especially where there is a likelihood that the username may confuse or mislead others. In Modlee’s sole discretion, users violating this name squatting policy may be removed or renamed without notice. Attempts to sell, buy, or solicit other forms of payment in exchange for usernames are prohibited and may result in Account suspension or permanent termination. 3. Right to Delete. Modlee has the absolute and unrestricted authority to delete or modify inactive users, at any time, with or without notice. Users that have not conducted any transactions on the Service for six (6) months may be deleted without notice. 4. Account Security. You acknowledge that you shall be held solely responsible and solely liable for anything that occurs in your Account and any activity resulting from your Account. You agree that we rely on the user ID (email address) and password protection format to confirm whether users accessing and using our Services are authorized to do so. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your Account. It is your sole responsibility to (i) control the dissemination and use of your user ID and password, and (ii) authorize, monitor, and control access to and use of your Account and password. You shall notify us immediately if you suspect or become aware that your Account is being used without authorization or of any other breach of security. We strongly recommend having a complex password, which should be kept secure at all times. You are also encouraged to change your password regularly. If you wish to either change your user ID or password to log-in to your Account, or cancel and remove your Account, please send us an e-mail of your request to support@modlee.ai or utilize the relevant functionality located on the Site. Your Account will terminate within reasonable time following your request, and from that date of termination you will no longer be able to access your Account. 5. Consent to Receive Electronic Communications. By creating an Account, you consent to receive electronic communications from Modlee (e.g., via email). These communications may include notices about your Account (e.g., password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein. 6. User is Responsible for Equipment and Software to Connect to the Services. You must provide all equipment and software necessary to connect to the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services. 7. Modlee May Suspend Access. Modlee reserves the right to terminate, suspend, or restrict your access to any Account(s) if (i) we discover you have created multiple Accounts for the same user, (ii) we suspect that the Account(s) have been or will be used for any illegal, fraudulent, or otherwise unauthorized purposes, or (iii) in Modlee’s reasonable judgment, your use of the Services imminently threatens the security, stability, integrity or availability of the Services, or otherwise harms Modlee, other customers or third parties. Under no circumstances shall Modlee or other persons be responsible or liable for any direct, indirect, consequential, or other losses (including lost revenue, lost profits, lost business opportunities, loss of good will, or reputational harm), damages, or costs suffered by you or any other person or entity due to any such termination, suspension, or restriction of access to any Account(s). 8. User May Not Use the Services for any Prohibited Activity. You agree to use the Services only for purposes that are legal, proper, and in accordance with these Terms of Service and any applicable laws or regulations. Without limitation, you may not, and may not allow any third-party to: (i) undertake any unlawful activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions program administered in any relevant country; (ii) impersonate another person (via the use of an email address or otherwise); (iii) upload, post, transmit, or otherwise make available through the Services any content that infringes the intellectual or proprietary rights of any party; (iv) operate to defraud Modlee, other users, or any other person; (v) provide false, inaccurate, or misleading information; (vi) use the Services to violate the legal rights (such as rights of privacy and publicity) of others; (vii) engage in, promote, or encourage illegal activity (including, without limitation, tax evasion or money laundering); (viii) harvest or otherwise collect information from the Services about others, including without limitation email addresses, without proper consent; (ix) exploit the Services for any unauthorized commercial purpose; (x) modify, adapt, translate, or reverse engineer any portion of the Services; (xi) remove any copyright, trademark, or other proprietary rights notices contained in or on the Services or any part of it; (xii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or the content posted on the Services, or to collect information about its users for any unauthorized purpose; (xiii) create user accounts by automated means, or under false or fraudulent pretenses; (xiv) access or use the Services for the purpose of creating a product or service that is competitive with any of our products or Services; (xv) license, sublicense, transfer, sell, resell, rent, lease, distribute, time share, assign, share or otherwise commercially exploit or make the Services available to any third-party; (xvi) use the Services to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (xvii) use the Services to send or store viruses, worms, time bombs, trojan horses or other harmful or malicious code, files, scripts, agents or programs; (xviii) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (xix) attempt to gain unauthorized access to the Services or related systems or networks; or (xx) access the Services for purposes of monitoring its availability, performance or functionality or for any other benchmarking or competitive purposes. 4. DMCA Modlee respects the intellectual property rights of others. It is our policy to respond promptly to any claim that Content infringes the copyright or other intellectual property rights of any person. Modlee will use reasonable efforts to investigate notices of alleged infringement and will take appropriate action the Digital Millennium Copyright Act (“DMCA”) and these Terms of Service. If you believe that your copyrighted work is infringed by Content, please provide a written DMCA notice to Modlee at: support@modlee.ai. 9. Filing a DMCA “Take Down” Notification. If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a take-down notification (“Take-Down Notification”) pursuant to the DMCA by providing us with the following information in writing (see 17 U.S.C. § 512 for further detail): 1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works, a representative list of such works at that website; 3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; **Providing URLs in the body of your DMCA notification is the best way to help us locate content quickly** 4. Information reasonably sufficient to permit us to contact you (the complaining party), such as an address, telephone number, and electronic mail address at which you (the complaining party) may be contacted; 5. A statement that you (the complaining party) have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; 6. A statement that the information in the notification is accurate, and under penalty of perjury, that you (the complaining party) are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and 7. **(Optional) Provide information, if possible, sufficient to permit us to notify the user(s) who posted the content that allegedly contains infringing material. Any person who knowingly materially misrepresents that content or an activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us and possibly others for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it. 5. Indemnification You agree to indemnify, defend and hold harmless Modlee and its subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees, harmless from and against any and all losses, claims, damages, judgments, demands, actions, proceedings, investigations (whether formal or informal), or expenses (including reasonable attorneys’ fees), or threats thereof, due to, arising out of or relating to (i) your breach of these Terms of Service or the documents they incorporate by reference, (ii) your violation of (a) any law or (b) the rights of a third-party, or (iii) your use of the Services. In the event of such a claim, suit, or action, we will attempt to provide you notice of the claim, suit, or action at the contact information we have for your account/on file (provided, that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). Modlee reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Modlee in asserting any available defenses. You agree that the provisions in this section will survive any termination of your account, these Terms of Service, or your access to the Services, including the purchase or use of any benefits through the Services. 6. Disclaimers and Limitations on Our Liability YOU EXPRESSLY AGREE THAT THE USE OF, OR INABILITY TO USE, THE SERVICES IS AT YOUR SOLE RISK. THE CONTENT AVAILABLE THROUGH THE SERVICES IS FOR INFORMATIONAL, PERSONAL, AND EDUCATIONAL PURPOSES ONLY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MODLEE AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. 10. Modlee Makes No Representations or Warranties; Disclaimer. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE EXTENT PERMITTED BY APPLICABLE LAW, MODLEE AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SERVICES, OR THE CONTENT OF ANY THIRD-PARTY WEBSITES OR SERVICES LINKED TO OR INTEGRATED WITH OUR SERVICES. WE DO NOT REPRESENT OR WARRANT THAT (I) YOUR USE OF OUR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (II) ANY ERRORS IN THE SERVICE WILL BE CORRECTED, (III) THE QUALITY OF THE SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS, (IV) THE SERVICES WILL BE FREE OF ANY WORMS OR VIRUSES OR ANY CODE OF A MALICIOUS AND/ OR DESTRUCTIVE NATURE, OR (V) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. YOU (AND NOT MODLEE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. MODLEE AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (i) ERRORS, MISTAKES OR INACCURACIES OF CONTENT; (ii) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES OR CONSUMPTION OF ANY CONTENT; (iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (iv) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SERVICES; (v) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SERVICES; (vi) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SERVICES; OR (vii) LOSS OR DAMAGED CAUSED BY ANOTHER USER’S VIOLATION OF THESE TERMS OF SERVICE. 11. Limitation on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MODLEE AND ITS AFFILIATES, OFFICERS, DIRECTORS, AFFILIATES, AGENTS, CONTRACTORS, REPRESENTATIVES, INTERNS, SUPPLIERS, SERVICE PROVIDERS, OR LICENSORS BE RESPONSIBLE FOR ANY LOSS INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUES, OR FINANCIAL LOSSES, OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OF SERVICE OR THE SERVICES, OR FOR ANY DAMAGES RELATED TO THE LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF MODLEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL THE MAXIMUM TOTAL LIABILITY OF MODLEE AND ITS AFFILIATES, FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS OF SERVICE OR THE ACCESS TO AND USE OF THE SERVICES, EXCEED THE GREATER OF (i) $100 OR (ii) TO THE TOTAL AMOUNT YOU PAID TO MODLEE IN FEES OVER THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM. 7. Communications Modlee may communicate with you using email, phone calls, chatbots and text messages, including autodialed or prerecorded calls and text messages, at any email address or telephone number that you provide us, to: (i) notify you regarding your Account; (ii) provide customer support; (iii) troubleshoot problems with your Account; (iv) resolve a dispute; (v) collect a debt; (vi) poll your opinions through surveys or questionnaires; or (vii) as otherwise necessary to service your account or enforce these Terms of Service, our policies, applicable law, or any other agreement we may have with you. If you would like to receive marketing via mobile texts and alerts, you may sign up to do so. By signing up, you provide your consent to receive recurring autodialed marketing texts or other mobile messages from or on behalf of us at the mobile number you've provided. You understand that consent is not a condition of purchase. Message and data rates may apply. If you would like to be removed from the Modlee marketing text list, you must reply STOP to any mobile message. If at any time you intend to stop using the mobile telephone number that has been used to subscribe to text messaging, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the user opt out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of these Terms of Service. You further agree that, if you discontinue the use of your mobile telephone number without notifying us of such change, you agree that you will be responsible for all costs (including attorneys' fees) and liabilities incurred by us, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of your Account or these Terms of Service. YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED. Modlee may route phone and text communications through a third-party service provider, and we or the service provider may record telephone conversations or chatbot exchanges you have with Modlee or its agents for quality control and training purposes, or for our own protection. 8. Dispute Resolution 1. Mandatory Arbitration of Disputes. We each agree that any dispute, claim, or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Modlee agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms of Service, and that you and Modlee are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms of Service. 2. Exceptions. As limited exceptions to Section 8.1. above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our respective intellectual property rights. 3. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms of Service. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. 4. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and each party shall bear its own costs and expenses of arbitration, including legal fees. 5. Injunctive and Declaratory Relief. Except as provided in Section 8.2. above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration. 6. Class Action Waiver. YOU AND MODLEE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void. 9. Miscellaneous 1. These Terms May Change. We reserve the right, at our sole discretion, to update, change, modify, or replace any part of these Terms of Service by posting updates and changes to the Site. We may elect to notify you of such changes by mail, email, posting of modified Terms of Service, or some other similar manner. However, it is your responsibility to check the Site regularly for changes to these Terms of Service. Your continued use of or access to the Site or the Services following the posting of any changes to these Terms of Service constitutes acceptance of those changes. 2. Severability. In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions. 3. Termination. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use the Services, or when you cease using our Services. We are free to terminate (or suspend access to) to your use of the Services (or any part thereof) or your Account, if (i) you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, or (ii) for any other reason in our sole discretion. We also may terminate these Terms of Service at any time without notice. Even after your right to use the Services is terminated, the obligations and liabilities of the parties incurred prior to the termination date shall survive the termination and the Terms of Service will remain enforceable against you. Provisions that, by their nature, should survive termination of these Terms of Service shall survive termination. By way of example, but without limitation, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, and any terms regarding ownership or intellectual property rights. 4. No Assignment of the Terms of Service. You may not assign these Terms of Service to any other party. We may assign these Terms of Service or delegate any or all of our rights and responsibilities under these Terms of Service to any third parties, without notice to you. 5. Governing Law and Jurisdiction. These Terms of Service and all disputes arising out of or relating to the Terms of Service shall be governed by, construed, and enforced in accordance with the laws of the State of New York in the United States, without regard to its conflict of laws principles. These disputes will be resolved exclusively in the federal and state courts in the State of New York, and you and we consent to personal jurisdiction in those courts. 6. Waiver. No delay or omission by Modlee in exercising any rights or remedies thereunder shall impair such right or remedy or be construed as a waiver of any such right or remedy. Any single or partial exercise of a right or remedy by Modlee shall not preclude further exercise or any right or remedy by Modlee. No waiver by Modlee shall be valid unless in writing signed by Modlee. 7. Headings. The headings used in these Terms of Service are included for convenience only and will not limit or otherwise affect these Terms of Service. 8. Entire Agreement. These Terms of Service and any policies or operating rules posted by us on this website or in respect to the Services constitutes the complete and exclusive agreement and understanding between you and us related to the Services, and supersedes any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service); provided, however, these Terms of Service shall not supersede any prior or contemporaneous agreements related to the Services mutually signed by you and us (including those specific terms and conditions incorporated by reference into a signed Modlee ordering document). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party. 9. Contact Information. Questions about the Terms of Service should be sent to us at support@modlee.ai.

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