Terms of Service
Effective date:
July 1, 2026
Last Updated:
July 8, 2026
1. Acceptance of This Agreement
1.1 These Terms of Service, together with the Privacy Policy, any order form, and any policies referenced herein (collectively, this “Agreement“) constitute a legally binding agreement between you and Modio AI, Inc., a Delaware corporation with its registered office at 131 Continental Dr, Suite 305, Newark, DE 19713, United States (c/o its registered agent, Legalinc Corporate Services Inc.) (“Modio,” the “Company,” “we,” “us,” or “our“), governing your access to and use of the Services.
1.2 By creating an Account, clicking to accept, or accessing or using the Services, you accept this Agreement. If you do not agree, do not access or use the Services.
1.3 If you use the Services on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, in which case “you“ and “your“ refer to that entity.
1.4 Summary of core commitments. Without limiting the detailed provisions below, the following are express contractual obligations of the Company under this Agreement: (a) you retain ownership of your Inputs and Outputs (Section 5); (b) the Company will not use Customer Content or Outputs to train or improve artificial-intelligence models (Section 5.4); (c) purchased Top-Up Credits and Carryover Credits do not expire (Section 8.4); and (d) termination by the Company without cause obligates the Company to refund prepaid, unused amounts (Section 15.3). No other provision of this Agreement shall be construed to diminish these obligations.
2. Definitions
“Account“ means the account you register to access the Services.
“Agentic Features“ means Service functionality through which software agents plan, sequence, and execute multi-step creative tasks in response to your instructions.
“Brand Profile“ means the body of information associated with your Account concerning your brand — including products, visual identity, style preferences, and campaign history — used by the Services to personalize Outputs for you.
“Carryover Credits“ means Credits granted to holders of purchased, unused Modio V1 token balances pursuant to Section 8.4(c).
“Credits“ means the units used to meter consumption of the Services, comprising Plan Credits, Top-Up Credits, and Carryover Credits.
“Customer Content“ means all materials you upload, submit, or connect to the Services, including product photography, brand assets, catalog data, reference imagery, text, and audiovisual materials.
“Inputs“ means Customer Content together with the prompts, briefs, and instructions you provide to the Services.
“Outputs“ means the content generated by the Services in response to your Inputs, including images, campaign assets, lookbooks, and video.
“Plan Credits“ means Credits included with a Subscription that refresh each billing cycle.
“Services“ means Modio’s websites, web application, iOS application, APIs, Agentic Features, and related services, in each case as made available by the Company.
“Subscription“ means a paid recurring plan for the Services.
“Third-Party Services“ means services, platforms, or integrations not operated by the Company, including connected commerce platforms and upstream AI infrastructure providers.
“Top-Up Credits“ means Credits purchased separately from a Subscription.
3. Use of the Services
3.1 License. Subject to this Agreement, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your internal business purposes, including the creation of commercial content for your brand or, where you act as an agency, for your clients.
3.2 Eligibility. The Services are offered solely to persons aged 18 or older acting in the course of a trade, business, or profession. The Services are not directed to consumers or to children.
3.3 Restrictions. Except as expressly permitted by this Agreement or by law that cannot be contractually excluded, you shall not: (a) copy, modify, distribute, sell, resell, lease, or create derivative works of the Services; (b) reverse engineer, decompile, or attempt to extract source code, models, or weights; (c) access the Services by automated means (including scraping, crawling, or bulk extraction) other than through documented interfaces; (d) circumvent or attempt to circumvent usage caps, Credit metering, safety systems, or access controls; (e) frame or mirror any part of the Services; (f) use the Services to build, train, benchmark for, or improve a product or service that competes with the Services; or (g) resell or white-label the Services themselves absent a separate written agreement (use of Outputs in client deliverables is expressly permitted).
3.4 Modifications to the Services. The Company may modify, add, or discontinue features. If a modification materially reduces the core functionality of a paid plan during a paid term, you may terminate the affected Subscription and receive a pro-rata refund of prepaid, unused fees for the remainder of the term (the “Material-Change Refund Right“).
3.5 Beta Features. Features identified as alpha, beta, preview, or early access are provided “as is,” may be modified or withdrawn at any time, and are excluded from the Material-Change Refund Right and any service commitments.
3.6 Agentic Features. You acknowledge that Agentic Features act on your instructions with a degree of autonomy (for example, planning a photoshoot, generating multiple candidate assets, or preparing content for publication). Publication or transmission of content to any external destination (including a connected store) occurs only upon your direction or standing configuration. You are responsible for reviewing standing instructions you configure.
4. Registration and Accounts
4.1 Registration. You agree to provide accurate, current, and complete information and to keep it updated. You may register directly or through a supported third-party sign-in provider.
4.2 Credentials. You are responsible for maintaining the confidentiality of your credentials and for all activities under your Account. Notify the Company promptly at support@themodio.com of any unauthorized use.
4.3 Workspaces and organizations. Where an Account is created under an organization’s workspace, the organization controls that workspace, its Brand Profiles, and content within it, and may manage member access.
4.4 Account identifiers. You retain all rights in Customer Content and Outputs as set out in Section 5. Account identifiers (such as usernames and workspace URLs) are not property and may be reclaimed or reassigned following Account closure.
5. Ownership and Content Rights
5.1 Your Inputs. As between you and the Company, you retain all right, title, and interest in and to your Inputs. The Company does not claim ownership of your Inputs.
5.2 Your Outputs. As between you and the Company, and to the maximum extent permitted by applicable law, you own the Outputs, and the Company hereby assigns to you all of its right, title, and interest, if any, in and to the Outputs upon their creation. You may use Outputs for any lawful purpose, including commercial purposes, without attribution. You acknowledge that: (a) the availability and scope of intellectual-property protection for AI-generated material varies by jurisdiction; (b) due to the nature of machine learning, Outputs may not be unique, and other users may independently generate the same or similar outputs from their own inputs, and this Agreement does not grant exclusivity in any style, concept, or similar output independently generated; and (c) rights in Outputs incorporating Customer Content extend only as far as your underlying rights in that Customer Content.
5.3 License to the Company. You grant the Company a non-exclusive, worldwide, royalty-free license to host, store, cache, reproduce, process, transmit, adapt (solely as necessary for technical operation, such as format conversion and thumbnails), and display Inputs and Outputs, in each case solely: (a) to provide, maintain, secure, and support the Services for you; (b) to comply with applicable law and enforce this Agreement; and (c) as you otherwise expressly direct (for example, publication to a connected platform). This license is sublicensable solely to subprocessors bound by written obligations no less protective than this Section 5, and terminates upon deletion of the relevant content, subject only to routine backup aging (not exceeding 90 days) and preservation obligations under applicable law. This license is not perpetual and is not irrevocable.
5.4 No AI training; no publicity. Notwithstanding anything to the contrary, the Company shall not, and shall contractually require its subprocessors not to: (a) use Inputs or Outputs to train, fine-tune, or otherwise improve any machine-learning or artificial-intelligence model, whether operated by the Company or a third party; (b) use Inputs or Outputs for advertising, marketing, or promotional purposes without your prior express written consent, obtained separately for identified content and not through this Agreement or any general settings default; or (c) make Inputs or Outputs available to other users or the public, except where you publish or share them through Service features under your control. Aggregated, de-identified telemetry that contains no Customer Content and no Outputs (for example, feature-usage counts and reliability metrics) is not restricted by this Section.
5.5 Brand Profiles. Brand Profiles are part of your Account, are used solely to provide the Services to you, are not used to serve other customers or to improve any shared or third-party model, and are deletable as described in the Privacy Policy.
5.6 Feedback. If you voluntarily submit suggestions or feedback regarding the Services, the Company may use them without restriction or obligation, provided that this Section does not extend to Customer Content or Outputs.
5.7 Company IP. The Services, including software, models configured or orchestrated by the Company, interfaces, and documentation, together with all associated intellectual-property rights, are and remain the property of the Company and its licensors. Except for the rights expressly granted in this Agreement, no rights in the Services are granted.
6. Responsibility for Content
6.1 Representations regarding Inputs. You represent and warrant that: (a) you own or have obtained all rights, licenses, consents, and permissions necessary to provide your Inputs to the Services and to grant the licenses in Section 5.3, including rights in photography, trademarks, product designs, and third-party materials contained in your Inputs; (b) for any identifiable natural person whose image, likeness, or voice appears in or is requested through your Inputs, you have obtained documented, informed consent sufficient for the intended generation and use (including model releases where customary or required); and (c) your Inputs and their use as contemplated by this Agreement do not violate applicable law or third-party rights.
6.2 Real persons; synthetic media. You shall not use the Services to generate or edit the likeness or voice of an identifiable natural person — including public figures — without that person’s documented consent. AI-generated humans that do not depict an identifiable real person are a supported feature of the Services.
6.3 Review before use. Outputs are generated by probabilistic systems and may be inaccurate, incomplete, or unsuitable. You are solely responsible for reviewing Outputs before publication or other commercial use and for compliance of your use of Outputs with applicable laws and platform requirements, including advertising and consumer-protection law, sector labeling requirements, and rules on disclosure of synthetic or AI-generated media in the jurisdictions where you operate. The Services do not provide legal advice.
6.4 No obligation to store. Except as stated in Section 15.5 (post-termination export) and the Privacy Policy (retention), the Company assumes no obligation to store Customer Content or Outputs indefinitely; you are encouraged to maintain your own copies of critical assets.
7. User Conduct and Prohibited Uses
7.1 You shall not use the Services to create, upload, request, or disseminate content that: (a) is unlawful, fraudulent, defamatory, or deceptively misleading; (b) constitutes or depicts child sexual abuse material in any form, real or synthetic (zero tolerance; such material is reported to relevant authorities and results in immediate termination); (c) constitutes non-consensual intimate imagery, or sexualized depictions of any identifiable real person without consent; (d) is intended to deceive by impersonating an identifiable real person (including deepfakes), in violation of Section 6.2; (e) infringes or misappropriates any third party’s intellectual-property, privacy, or publicity rights, including counterfeit representations of branded goods you are not authorized to sell; (f) promotes violence or hatred against individuals or groups on the basis of protected characteristics; or (g) violates applicable export-control or sanctions laws.
7.2 You shall not: interfere with or disrupt the Services or their infrastructure; introduce malicious code; probe or test vulnerabilities without written authorization; misrepresent your identity to the Company; share, sell, or transfer Credits or Account access outside your organization; or use the Services in violation of the restrictions in Section 3.3.
7.3 The Company may establish and update reasonable usage policies (including the fair-use caps in Section 8.5) to protect the integrity and sustainability of the Services.
8. Fees, Subscriptions, Credits, and Purchase Terms
8.1 Plans and pricing. Current Subscription tiers, pricing, included Plan Credits, features, and applicable caps are presented in the Service, including at checkout. Subscriptions are billed in advance on a monthly or annual basis. Pricing displayed at your time of purchase applies for your then-current committed term.
8.2 Payment. Web purchases are processed by Stripe; iOS purchases are processed by Apple as in-app purchases and are additionally subject to Apple’s terms (Section 8.9). You authorize the applicable processor to charge your selected payment method for the amounts due. The Company does not receive or store full payment-card numbers.
8.3 Automatic renewal. SUBSCRIPTIONS RENEW AUTOMATICALLY AT THE END OF EACH TERM UNTIL CANCELLED. You may cancel at any time, effective at the end of the then-current term, via account settings (web) or your Apple subscription settings (iOS); you retain access through the end of the paid term. If the renewal price of your plan will increase, the Company will provide notice at least 30 days before the increased price takes effect, and your cancellation right applies before renewal.
8.4 Credits. (a) Plan Credits refresh at the start of each billing cycle, do not accumulate or roll over, and lapse at cycle end. (b) Top-Up Credits do not expire for the life of your Account, including during any period in which you hold no active Subscription. Top-Up Credits are consumed only after available Plan Credits. (c) Carryover Credits. Holders of purchased, unused Modio V1 token balances receive Carryover Credits as communicated in the Service. Carryover Credits do not expire, are usable without an active Subscription, and are subject to the same caps and conduct rules as all Credits. (d) Credits have no cash value, are not transferable between Accounts, are not redeemable for cash except where required by law, and are refundable only as stated in Section 8.7.
8.5 Fair-use caps. Consumption is subject to published fair-use caps, which may include per-session agent-interaction limits, per-project generation limits, per-tier video allotments, and Credit charges for regenerations. Current caps are presented in the Service. Caps protect service sustainability and apply to all Credit types. Material mid-term reductions of caps applicable to your paid plan trigger the Material-Change Refund Right.
8.6 Promotions and trials. Promotional offers and trials are subject to their stated terms, are limited to one per customer unless stated otherwise, and may be modified or withdrawn prospectively.
8.7 Refunds. (a) Web (Stripe) purchases: Within fourteen (14) days of an initial Subscription purchase or a Top-Up purchase, if no Credits from that purchase have been consumed, the Company will refund the purchase in full upon request, without deduction or service fee. Within fourteen (14) days of a renewal charge, if no Plan Credits of the new term have been consumed, the renewal is refundable in full upon request. (b) Annual plans: annual Subscriptions are not refundable mid-term, except as provided elsewhere in this Agreement (including Sections 3.4 and 15.3) or as required by applicable law; upon cancellation you retain access through the end of the then-current annual term. (c) iOS (Apple) purchases: refunds are administered by Apple under Apple’s policies; the Company will reasonably support your request where consulted. (d) Statutory rights. Nothing in this Section limits non-waivable statutory refund or withdrawal rights. Where EU/UK consumer withdrawal rules apply notwithstanding Section 3.2, you expressly request immediate performance and acknowledge that withdrawal rights are lost with respect to digital content consumed, to the extent permitted by law. (e) Refunds beyond this Section may be granted at the Company’s discretion; a discretionary refund of a Subscription cancels it.
8.8 Taxes. Fees are exclusive of VAT, GST, sales, and similar taxes unless stated at checkout; such taxes are your responsibility where applicable.
8.9 Apple-specific terms. For iOS purchases: the purchase is a transaction with Apple as merchant of record for billing purposes; Apple has no obligation to furnish maintenance or support for the Services and is not responsible for addressing claims relating to the Services; and Apple and its subsidiaries are third-party beneficiaries of this Agreement with respect to your use of the iOS application, entitled to enforce it against you.
9. Third-Party Services and Integrations
9.1 The Services interoperate with Third-Party Services, including upstream AI infrastructure providers, hosting and payment providers, and platforms you elect to connect (such as Shopify). Your use of a connected platform is governed by that platform’s terms, and you authorize the exchange of data reasonably necessary for the integration to function, as described in the Privacy Policy.
9.2 The Company is not responsible for Third-Party Services. Unavailability or degradation of an upstream provider does not constitute breach of this Agreement; the Company will use commercially reasonable efforts to restore affected functionality or to provide a substantially equivalent alternative.
9.3 A current list of the Company’s subprocessors is available on request (for customers under a Data Processing Addendum, per its terms). Subprocessors are bound by written data-protection and content-restriction obligations consistent with Sections 5.3–5.4.
10. Monitoring, Moderation, and Enforcement
10.1 The Company employs automated safeguards and, for flagged material, human review, to enforce Sections 6 and 7 and to comply with law. The Company does not otherwise access the content of your workspace except as described in the Privacy Policy (support at your request, security, legal compliance).
10.2 Graduated enforcement. Other than for violations of Section 7.1(b)–(c), other serious illegal content, or where prohibited by law or urgent risk, the Company will, before suspending or terminating an Account for breach: notify you of the asserted violation, identify the provision breached, and provide a reasonable opportunity (not less than seven (7) days, save in urgent cases) to respond or cure. During review the Company may limit the visibility or distribution of the material at issue.
10.3 Appeals. Enforcement decisions may be appealed to support@themodio.com; appeals are reviewed by a person not solely responsible for the original decision.
10.4 The Company may preserve and disclose content and records where required by law or valid legal process, as described in the Privacy Policy.
11. Claims of Intellectual-Property Infringement
11.1 The Company respects intellectual-property rights and expects users to do the same. Its policy provides for termination, in appropriate circumstances, of users who are repeat infringers.
11.2 Notices of claimed infringement should be sent to the Company at: Modio AI, Inc., Attn: Legal, c/o Legalinc Corporate Services Inc., 131 Continental Dr, Suite 305, Newark, DE 19713, United States, legal@themodio.com, and must include: (a) identification of the work claimed to be infringed; (b) identification and location of the allegedly infringing material; (c) your contact information; (d) a statement of good-faith belief that the use is not authorized by the rights holder, its agent, or the law; (e) a statement, under penalty of perjury, that the notice is accurate and that you are the rights holder or authorized to act for the rights holder; and (f) your physical or electronic signature.
11.3 The Company will respond to valid notices by removing or disabling access to the identified material and notifying the affected user, who may submit a counter-notice, upon which the material may be restored as permitted by law.
12. Indemnification
12.1 By you. You will defend, indemnify, and hold harmless the Company, its affiliates, and their officers, directors, employees, and agents from and against third-party claims, and resulting liabilities, damages, and reasonable costs (including attorneys’ fees), arising out of: (a) Customer Content, including any failure to hold the rights and consents warranted in Section 6.1; (b) your use of Outputs; or (c) your breach of Sections 6 or 7.
12.2 By the Company. The Company will defend and indemnify you against third-party claims alleging that the Services as provided by the Company (excluding Customer Content, Outputs, and Third-Party Services) infringe that party’s intellectual-property rights, provided you promptly notify the Company and permit it to control the defense. If the Services are held or believed to infringe, the Company may procure the right for you to continue use, modify the Services to be non-infringing, or terminate the affected Services with a pro-rata refund of prepaid, unused fees.
12.3 The indemnifying party’s obligations are conditioned on prompt notice, control of the defense by the indemnifying party, and reasonable cooperation by the indemnified party.
13. Disclaimer of Warranties
13.1 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND THE COMPANY AND ITS LICENSORS AND SUPPLIERS (THE “COMPANY PARTIES“) EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
13.2 WITHOUT LIMITING SECTION 5.2, THE COMPANY PARTIES MAKE NO WARRANTY THAT OUTPUTS WILL BE ACCURATE, RELIABLE, ORIGINAL, UNIQUE, OR FIT FOR ANY PARTICULAR USE; THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR THAT DEFECTS WILL BE CORRECTED. YOU ARE RESPONSIBLE FOR REVIEW OF OUTPUTS UNDER SECTION 6.3.
13.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN SUCH JURISDICTIONS, THE ABOVE EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED, AND ANY NON-EXCLUDABLE WARRANTY IS LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, OR ANY OTHER LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED.
14. Limitation of Liability
14.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR THE COMPANY PARTIES) SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUES, GOODWILL, OR DATA, OR FOR BUSINESS INTERRUPTION OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COMPANY PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (a) THE TOTAL AMOUNTS PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY, OR (b) ONE HUNDRED U.S. DOLLARS (US$100).
14.3 THE EXCLUSIONS AND CAP IN THIS SECTION DO NOT APPLY TO: (a) LIABILITY THAT CANNOT BE LIMITED BY LAW (SECTION 13.3); (b) YOUR PAYMENT OBLIGATIONS; (c) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12; (d) YOUR BREACH OF SECTION 7; OR (e) THE COMPANY’S BREACH OF SECTION 5.4 (NO TRAINING; NO PUBLICITY).
14.4 The parties acknowledge that the pricing of the Services reflects the allocation of risk in Sections 13 and 14 and that each limitation applies even if a limited remedy fails of its essential purpose.
15. Term and Termination
15.1 Term. This Agreement applies from your first acceptance or use and continues until terminated.
15.2 Termination by you. You may terminate at any time by closing your Account via account settings. Fees already paid are non-refundable except as provided in Sections 3.4, 8.7, 12.2, and 15.3.
15.3 Termination by the Company. The Company may: (a) suspend or terminate for material breach in accordance with the process in Section 10.2 (immediately and without prior notice only for Section 7.1(b)–(c) violations, other serious illegal conduct, non-payment after notice, or where required by law); and (b) terminate this Agreement or discontinue the Services without cause upon at least thirty (30) days’ written notice, in which case the Company shall refund all prepaid fees attributable to the unexpired portion of any Subscription term and the unconsumed value of purchased Top-Up Credits. Clause (b)’s refund obligation is an express exception to any “no refunds” provision.
15.4 Effect of termination. Upon termination, your license under Section 3.1 ends and outstanding fees become due. Sections 1.4, 5.1, 5.2, 5.4 (as to content processed during the term), 6, 8.7(d), 11–14, 15.4–15.5, 16, and 17 survive.
15.5 Data export. For thirty (30) days following termination (other than termination for Section 7.1(b)–(c) violations), the Company will, upon written request to support@themodio.com, provide reasonable assistance to export your Customer Content and Outputs. Thereafter deletion proceeds per the Privacy Policy.
16. International Users; Export; Sanctions
16.1 The Services are operated from the United States. The Company makes no representation that the Services are appropriate or available in any particular location; you are responsible for compliance with local law.
16.2 You represent that you are not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions, and are not a sanctioned or restricted party, and you shall not use the Services in violation of export-control or sanctions laws.
17. Governing Law; Dispute Resolution
17.1 Governing law. This Agreement and any dispute arising out of or relating to it are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles, and excluding the U.N. Convention on Contracts for the International Sale of Goods.
17.2 Informal resolution first. Before commencing formal proceedings, the initiating party shall send a written description of the dispute to legal@themodio.com (or, for notices by the Company, to your Account email), and the parties shall attempt in good faith to resolve the dispute within forty-five (45) days. Applicable limitation periods are tolled during this period.
17.3 Arbitration. Any dispute not resolved under Section 17.2 shall be finally resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (including its Expedited Procedures where applicable), seated in Wilmington, Delaware, and conducted in English; judgment on the award may be entered in any court of competent jurisdiction. Either party may bring qualifying claims in small-claims court, and either party may seek equitable relief in court for infringement or misuse of intellectual-property rights. Class-action and jury-trial waiver: claims may be brought only on an individual basis; both parties waive jury trial and participation in class or representative actions to the extent permitted by law. Opt-out: you may opt out of this arbitration provision within thirty (30) days of first accepting this Agreement by written notice to legal@themodio.com, without affecting the remainder of the Agreement.
17.4 Nothing in this Section deprives you of the protection of mandatory provisions of the law of your habitual residence where such protections apply and cannot be waived.
18. General Provisions
18.1 Changes to this Agreement. The Company may modify this Agreement. For material changes, the Company will provide at least thirty (30) days’ prior notice by email and in-Service notice. If you object to a material change, you may terminate before its effective date and receive a pro-rata refund of prepaid, unused fees. Changes apply prospectively only; no change shall retroactively expand the Company’s rights in content uploaded before the change, including in derogation of Section 5.4. Continued use after the effective date constitutes acceptance.
18.2 Assignment. You may not assign this Agreement without the Company’s prior written consent. The Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes it in full, including Sections 1.4, 5.4, and 15.3(b).
18.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, labor disputes, internet or utility failures, governmental action, and unavailability of upstream AI models or infrastructure providers; provided that force majeure does not excuse payment obligations.
18.4 Notices. The Company may provide notices via the Service or to your Account email; you may provide notices to legal@themodio.com and, for formal legal notice, to the registered address above. Notices are effective upon receipt.
18.5 Severability; waiver. If any provision is held unenforceable, it shall be enforced to the maximum extent permissible and the remainder shall remain in effect. Failure to enforce a provision is not a waiver.
18.6 Entire agreement; order of precedence. This Agreement is the entire agreement between the parties regarding the Services and supersedes prior agreements on that subject. In case of conflict: (1) a mutually executed order form or enterprise agreement; (2) these Terms; (3) referenced policies.
18.7 No third-party beneficiaries except as stated in Section 8.9 (Apple) and Section 13–14 (Company Parties).
18.8 Interpretation. Headings are for convenience; “including” means “including without limitation.”
Modio AI, Inc. · c/o Legalinc Corporate Services Inc., 131 Continental Dr, Suite 305, Newark, DE 19713, USA · Support: support@themodio.com · Legal: legal@themodio.com