# MODIQO Terms of Service *Effective Date: August 12, 2026* These Terms of Service (this “Agreement”) constitute a legally binding agreement between you and Modiqo Inc. (together with its affiliates, “Modiqo”, “we”, “our”, or “us”) governing your download, installation, and use of our products and services, including the rote™ application (the “Software”) and your access to and use of the rote™ Hub (the “Hub”), together with any associated documentation, updates, or tools provided by Modiqo (the “Documentation”), including our website located at www.modiqo.ai (the “Site” and collectively with the foregoing, the “Services”). YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, COMPLETING THE PURCHASE PROCESS, DOWNLOADING, INSTALLING OR USING THE SOFTWARE, OR ACCESSING OR USING THE HUB, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU HAVE NO RIGHT TO DOWNLOAD, INSTALL, USE OR ACCESS THE SERVICES. This Agreement is effective as of the date you first click “I agree” (or a similar button or checkbox) or download, use, or access the Services, whichever is earlier. If you accept or agree to this Agreement on behalf of your employer or another legal entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the party that you represent. In such event, “you” and “your” will refer and apply to your employer or such other legal entity. [Any personal data you submit to us or which we collect about you is governed by our Privacy Policy (“Privacy Policy”), available at [INSERT PRIVACY POLICY URL]. You acknowledge that by using the Services, you have reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into this Agreement.] PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND MODIQO CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 16). PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION. ## 1. Our Services (a) rote™ Application (the “Software”). The rote™ application is downloaded directly from the Site and installed and operated locally on your own computer system or device. Once installed, your use of the Software and any data you input, create, or process within it remain entirely on your own hardware under your control, except to the extent you choose to upload content to the Hub, as described in Section 1(b) below. (b) rote™ Hub (the “Hub”). The Hub is a cloud-hosted platform, accessible via web login, that allows authorized users with Accounts (as defined below) (each, an “Authorized User”) and Enterprise Users (as defined below) (together with Authorized Users, “Users”) to upload, store, access, and share “Memories” (as defined in Section 1.1 below) with other Users in their same Enterprise Account. The Hub is designed to facilitate collaboration within organizations and teams – for example, Enterprise Users may use the Hub to allow Authorized Users to share Memories they have created with colleagues within the same Enterprise Account. ### 1.1 Memories A “Memory” is a workflow, configuration, template, or similar output that a User creates using the Software. Users can elect to upload Memories to the Hub for storage or sharing. Memories are created and owned by the User who creates them. By uploading a Memory to the Hub, you are choosing to make that Memory available to share it with other users within your Enterprise Account. All Memories uploaded to the Hub are subject to the Hub-specific provisions in Sections 6 and 9 of this Agreement. ### 1.2 Relationship Between the Software and the Hub You may use the Software independently of the Hub. [The Hub requires an active Subscription Plan (as defined below) that includes Hub access, as described on the Site.] ### 1.3 AI-Powered Features ### 1.3(a) AI Features Generally. Certain features of the Software and the Hub are powered by or incorporate artificial intelligence and large language model technology (“AI Features”). The AI Features may allow you to submit content, queries, instructions, or other data (“AI Inputs”) to the AI Features, which may generate responses, suggestions, analyses, or other content in return (“AI Outputs”). AI Inputs and AI Outputs are collectively referred to herein as “AI Content”). ### 1.3(b) Your AI Inputs. You are solely responsible for all AI Inputs you submit to the AI Features. You represent and warrant that: (a) you have all rights, licenses, and permissions necessary to submit your AI Inputs to the Services; (b) your AI Inputs will not violate this Agreement, our Acceptable Use Policy, or any applicable laws or regulations; and (c) your AI Inputs will not infringe, misappropriate, or violate the intellectual property rights, privacy rights, or other rights of any third party. As between you and Modiqo, and to the extent permitted by applicable law, you retain any right, title, and interest that you have in your AI Inputs. You must not submit to the AI Features any AI Inputs that contain sensitive personal information (including health, financial, or government identification data) of any third party unless you have a lawful basis for doing so. ### 1.3(c) Ownership of AI Outputs. Because the AI Features may generate the same or similar AI Outputs for different users based on similar AI Inputs, Modiqo does not represent that AI Outputs will be unique to you. Other users may receive AI Outputs that are the same as or similar to AI Outputs you receive. Modiqo’s assignment of AI Outputs to you does not restrict Modiqo’s right to generate similar content for other users. ### 1.3(d) Use of AI Content by Modiqo. [Modiqo may use AI Content to provide, maintain, and improve the Services, including for safety monitoring, debugging, and quality assurance purposes.] [Notwithstanding the foregoing, Modiqo may use de-identified and aggregated AI Content for internal analytics, product improvement, and safety research, consistent with Section 6.5 of this Agreement.] [Modiqo will not use your AI Inputs or AI Outputs to train third-party AI models without your consent.] ### 1.3(e) Restrictions on Use of AI Features. In addition to the restrictions set forth in Section 5 of this Agreement, you shall not use the AI Features to: (i) develop any products or services that compete with the Services, including to develop or train any competing artificial intelligence or machine learning algorithms or models; (ii) circumvent, disable, or interfere with any safety filters, content moderation systems, or other protective measures incorporated into the AI Features; (iii) generate, transmit, or publish AI Outputs in a manner that misrepresents AI-generated content as human-generated content in any context where such misrepresentation is unlawful or materially deceptive; (iv) submit AI Inputs designed to elicit unlawful, harmful, or deceptive AI Outputs; or (v) use AI Outputs to provide legal, financial, medical, or other professional advice to third parties without appropriate human review and, where required, professional licensure. ## 2. License Grant ### 2.1 Software License Subject to your compliance with this Agreement and timely payment of all applicable fees, Modiqo hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable license during the applicable Subscription Term (as defined below) to: (a) download, install, and run one copy of the Software on each device you own or control; and (b) use the Software solely for your internal business or personal purposes in accordance with the Documentation. ### 2.2 Hub Subscription Subject to your compliance with this Agreement and timely payment of all applicable fees for a Subscription Plan (as defined below) that includes Hub access, Modiqo hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term (as defined below) to access and use the Hub solely for your internal business or personal purposes (in accordance with your account type), including uploading, storing, accessing, and sharing Memories with other Authorized Users in accordance with this Agreement. No rights are granted to you other than as expressly set forth in this Agreement. Except as expressly provided herein, Modiqo does not grant you any license, express or implied, to the intellectual property of Modiqo or its licensors. ## 3. Account Registration, Password and Security You must register with Modiqo and create an account to use the Services (an “Account”) and as part of that process you will be required to provide certain information, including without limitation your name and email address. By using the Services, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete. You are the sole Authorized User of your Account. You are responsible for maintaining the confidentiality of any log-in, password, and Account number provided by you or given to you by Modiqo for accessing the Services. You are solely and fully responsible for all activities that occur under your Account, even if not authorized by you, including all activity on the Hub initiated through your Account. Modiqo has no control over the use of any user’s Account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you agree to contact Modiqo immediately. The person signing up for the Services will be the contracting party (“Account Owner”) for the purposes of this Agreement and will be the person who is authorized to use any corresponding Account we provide to the Account Owner in connection with the Services; provided, however, that if you are signing up for the Services on behalf of your employer, your employer shall be the Account Owner. As the Account Owner, you are solely responsible for complying with this Agreement and only you are entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. You must immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of our security or the security of your Account. ### 3.1 Enterprise and Team Accounts Where an Account Owner registers on behalf of an organization (“Enterprise Account”), the Account Owner may invite additional users within that organization to access the Hub under that Enterprise Account (“Enterprise Users”). The Account Owner is responsible and liable for: (a) ensuring that all Enterprise Users comply with this Agreement; and (b) all activity of Enterprise Users on the Hub, including the Memories they upload or access. Modiqo may, in its sole discretion, remove or suspend access to the Hub or the Services for any Enterprise User in connection with any actual, alleged, or suspected breach of this Agreement; however, Modiqo has no obligation to monitor for any such breaches. ## 4. Subscription Plans, Fees, and Payment ### 4.1 Subscription Plans The Services are made available on a subscription basis (“Subscription Plan”). Modiqo offers tiered Subscription Plans, as described on the Site, each with different features and usage limits. [Some Subscription Plans include access to the Hub; others provide access to the Software only]. The specific features, pricing, and limits applicable to your Subscription Plan are set out on the Site at the time of purchase (the “Order Page”) and incorporated into this Agreement by reference. ### 4.2 Fees and Billing By purchasing a Subscription Plan, you agree to pay the applicable monthly (or other recurring) subscription fees (“Subscription Fees”) as set out on the Order Page. All Subscription Fees are billed in advance at the start of each billing period. [Payment and any other expenses must be paid through the third party payment processing system (the “PSP”) as indicated on the Services. You may be required to register with the PSP, agree to terms of service of the PSP, provide your payment details to the PSP and go through a vetting process at the request of the PSP to set up an account with the PSP (the “PSP Services Agreement”). By accepting this Agreement, you agree that you have downloaded or printed, and reviewed and agreed to, the PSP Services Agreement. Please note that Modiqo is not a party to the PSP Services Agreement and that you, the PSP and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement and that Modiqo has no obligations, responsibility or liability to any user or any other party under the PSP Services Agreement. All prices and fees displayed on the Services are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services or other taxes, fees or charges now in force or enacted in the future (“Taxes”). Any applicable Taxes are based on the rates applicable to the billing address you provide to us, and will be calculated at the time of a transaction is charged to your Account. Unless otherwise indicated, all prices, fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.] ### 4.3 Subscription Term and Renewal Each Subscription Plan has a recurring term (“Subscription Term”), typically monthly, as specified on the Order Page. Unless you cancel your Subscription Plan prior to the end of the then-current Subscription Term, your Subscription Plan will automatically renew for successive periods of the same duration at the then-current rate. You can cancel auto-renewal at any time through your Account settings. ### 4.4 Refunds Except as required by applicable law or as expressly set out in this Agreement, all Subscription Fees are non-refundable. If you terminate your Subscription Plan mid-term, you will continue to have access to the Services through the end of your then-current paid Subscription Term, but no pro-rata refund will be issued for any unused portion of the term. ## 5. Restrictions on Use You shall not, and shall not permit any third party to engage in any of the following prohibited activities: - Copy, modify, adapt, translate, alter, or create derivative works of the Software or Services, in whole or in part; - Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or trade secrets of the Software or Services, except to the extent expressly permitted by applicable law notwithstanding this restriction; - Distribute, sell, sublicense, lease, lend, rent, transfer, or otherwise make the Software or Services available to any third party (other than Users accessing the Hub in accordance with Section 3.1); - Use the Software, Services or the Hub for service bureau, time-sharing, or similar purposes, or otherwise make its functionality available to third parties beyond the collaboration features expressly provided by the Hub; - Use the Services to build, or assist any third party in building, a competing product or service, or to copy any ideas, features, functions, or graphics of the Services; - Remove, alter, or obscure any proprietary notices, labels, or markings on or in the Software, the Hub, or the Documentation; - Upload to the Hub any Memory or other content that: (i) infringes or misappropriates the intellectual property rights of any third party; (ii) contains malicious code, viruses, worms, or other harmful components; (iii) violates any applicable law or regulation; or (iv) is defamatory, harassing, obscene, or otherwise objectionable; - Attempt to gain unauthorized access to any part of the Services or systems or networks connected to the Services, including the Hub accounts or Memories of other users; or - Use the Services for any unlawful purpose or in violation of any applicable laws or regulations, including laws regarding privacy and data protection. - Copy, distribute, or disclose any part of the Services in any medium other than as allowed by the Services and this Agreement; - Use any automated system (other than any functionalities of the Services), including without limitation "robots," "spiders," "offline readers," etc., to access or interact with the Site, the Software, or the Hub in an unauthorized manner; - Transmit spam, chain letters, or other unsolicited email or attempting to phish, pharm, pretext, spider, crawl, or scrape; - Attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; - Violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; - Conduct any unlawful purposes or solicit others to perform or participate in any unlawful acts; - Infringe upon or violate our intellectual property rights or the intellectual property rights of others; - Impersonate another person or otherwise mispresent your affiliation with a person or entity, conducting fraud, hide or attempt to hide your identity; - Harass, insult, harm, abuse, defame, stalk, threaten, intimidate or otherwise violate the legal rights (such as of privacy and publicity) of any other users or visitors of the Services or staff member of Modiqo; - Interfere with or engage in any activity that threatens the performance, security or proper functioning of the Services; - Upload or transmit viruses or any other type of malicious code; - Attempt to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Services; - Bypass the security features or measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; - Attempt to access unauthorized Accounts or to collect or track the personal information of others; - Use the Services for any purpose or in any manner that infringes the rights of any third party; - Encourage or enable any other individual to do any of the foregoing. Modiqo reserves the right to suspend or terminate your access to the Services immediately and without prior notice if we have reason to believe you have violated any restriction in this Section 5. ## 6. Memories and Hub Content ### 6.1 License to Modiqo By uploading a Memory you create to the Hub (“Your Memories”), you grant Modiqo a limited, worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, and display Your Memories solely to the extent necessary to provide and operate the Hub and the Services. Modiqo will not use Your Memories for any other purpose without your consent. ### 6.2 Sharing Memories with Other Users When you choose to share a Memory with another user or group of Authorized Users via the Hub, you grant those users a non-exclusive right to access and use that Memory solely within the Hub and for the purposes for which it was shared. You are solely responsible for controlling who you share Your Memories with and for any consequences of that sharing. Modiqo is not responsible for the acts or omissions of other users in relation to Your Memories once they have been shared. ### 6.3 Your Responsibility for Uploaded Content You represent and warrant that: (a) you own or have all necessary rights to upload Your Memories and User Generated Content (as defined below) to the Hub; (b) Your Memories and User Generated Content do not infringe, misappropriate, or violate the intellectual property rights, privacy rights, or other rights of any third party; (c) Your Memories and User Generated Content do not contain any personal data of third parties except to the extent you have a lawful basis for including such data and for uploading it to the Hub; and (d) Your Memories and User Generated Content comply with all applicable laws and regulations. ### 6.4 No Obligation to Monitor Modiqo has no obligation to monitor, review, or screen Memories or other content uploaded to the Hub. However, Modiqo reserves the right (but not the obligation) to review, remove, or disable access to any Memory or other content on the Hub at any time and without notice if Modiqo reasonably believes it violates this Agreement or applicable law, or is otherwise harmful to users, third parties, or Modiqo. ### 6.5 Aggregate and De-Identified Data Notwithstanding the above, Modiqo may collect and use anonymized, aggregated, and de-identified data derived from Hub usage (i.e., data from which all information that identifies or could reasonably be used to identify an individual or organization has been removed) for the purpose of improving, developing, and maintaining the Services. Such de-identified data will not be used in a manner that identifies you or any individual user. ## 7. User Generated Content "User Generated Content" is defined as any content, information, and materials that may be textual, audio, or visual that you provide, submit, upload, publish, or make otherwise available to the Services and our users, other than Memories (as defined in Section 1.1), which are governed exclusively by Section 6 of this Agreement. You are solely responsible for User Generated Content, and we act merely as a passive conduit for your online distribution and publication of your User Generated Content. You acknowledge and agree that Modiqo: - Is not involved in the creation or development of User Generated Content. - Disclaims any responsibility for User Generated Content. - Cannot be liable for claims arising out of or relating to User Generated Content. - Is not obligated to monitor, review, or remove User Generated Content, but reserves the right to limit or remove User Generated Content on the Services at its sole discretion. You hereby represent and warrant to Modiqo that your User Generated Content (i) will not be false, inaccurate, incomplete or misleading; (ii) will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (iii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (iv) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vi) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vii) will not represent you being employed or directly engaged by or affiliated with Modiqo or purport you to act as a representative or agent of Modiqo; and (viii) will not create liability for Modiqo or cause Modiqo to lose (in whole or in part) the services of its ISPs or other suppliers. By making available any User Generated Content through the Services, you hereby grant to Modiqo a worldwide, non-exclusive, royalty-free license to host, store, reproduce, and transmit such User Generated Content solely to the extent necessary to provide and operate the Services. We do not claim any ownership rights in any such User Generated Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any such User Generated Content. ## 8. Copyright Complaints and Copyright Agent Modiqo respects the intellectual property of others, and expects users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Services infringe upon your copyright or other intellectual property right, please send the following information to Modiqo’s Copyright Agent at [INSERT COPYRIGHT EMAIL ADDRESS AND MAILING ADDRESS – COPYRIGHT EMAIL SHOULD BE DIFFERENT FROM GENERAL INQUIRY EMAIL]: - A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Services where the material you claim is infringed is located. Include enough information to allow Modiqo to locate the material, and explain why you think an infringement has taken place; - A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published; - Your address, telephone number, and e-mail address; - A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; - A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and - An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest. ## 9. Data, Privacy, and Security ### 9.1 Privacy Policy Our collection, use, and handling of your data (including Account Data and Hub Content) is governed by our Privacy Policy, incorporated herein by reference and available at [INSERT PRIVACY POLICY URL]. Please review our Privacy Policy carefully. ### 9.2 Use of Your Email Address We use your email address to: (a) create and manage your Account; (b) send transactional communications (such as purchase confirmations, receipts, and licence keys); (c) provide customer support; (d) send you updates about the Services or this Agreement; and (e) as otherwise described in our Privacy Policy. ### 9.3 Hub Data Security Modiqo uses commercially reasonable technical and organizational measures to protect data stored on the Hub from unauthorized access, disclosure, or loss. However, no internet-based service can be guaranteed to be completely secure. By uploading Memories to the Hub, you acknowledge and accept the inherent risks associated with transmitting and storing data online. Modiqo is not responsible for unauthorized access to or disclosure of Your Memories resulting from circumstances beyond Modiqo’s reasonable control, including breaches caused by your failure to maintain the confidentiality of your Account credentials. ### 9.4 Data Retention and Deletion on Termination Upon termination or expiration of your Subscription Plan or this Agreement: (a) your access to the Hub will be suspended and you will no longer be able to upload, access, or share Memories via the Hub; (b) Modiqo will retain Your Memories stored on the Hub for a period of [thirty (30) days] following termination, during which you may request an export of Your Memories by contacting [INSERT SUPPORT EMAIL]; and (c) after that thirty-day period, Modiqo may permanently delete all of Your Memories from the Hub. You are solely responsible for downloading or backing up any Memories you wish to retain prior to termination. ## 10. Ownership and Intellectual Property Rights ### 10.1 General All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content (collectively “Proprietary Material”) that users see or read through the Services is owned by Modiqo, excluding User Generated Content, which users hereby grant Modiqo a license to use, in accordance with Section 7. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Modiqo owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without Modiqo’s express prior written consent and, if applicable, the holder of the rights to the User Generated Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Modiqo and, if applicable, the holder of the rights to the User Generated Content. The service marks and trademarks of Modiqo, including without limitation Modiqo and Modiqo logos, are service marks owned by Modiqo. Any other trademarks, service marks, logos and/or trade names appearing via the Services are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner. ### 10.2 Modiqo IP Modiqo owns and retains all right, title, and interest in and to the Software, the Hub, the Site, the Documentation, and all intellectual property rights therein, including without limitation all modifications, improvements, updates, enhancements, customizations, and derivative works thereof. This Agreement does not transfer to you any ownership interest in or to the Software, the Hub, or any related intellectual property. “Documentation” means any technical specifications, user guides, and other materials relating to the Services provided by Modiqo. ### 10.3 Local Data All data you create, input, or process using the Software on your local device that you do not upload to the Hub (“Local Data”) resides entirely on your systems. Modiqo does not receive, access, process, or store Local Data. You retain all right, title, and interest in and to your Local Data, and you are solely responsible for its security, backup, and integrity. ### 10.4 Feedback Additionally, you may choose to or we may invite you to submit comments, ideas, or feedback about the Services, including without limitation about how to improve our services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Modiqo under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Modiqo does not waive any rights to use similar or related Feedback previously known to Modiqo, developed by its employees, or obtained from sources other than you. You acknowledge that all email and other correspondence that you submit to us shall become our sole and exclusive property. ### 10.5 Trademarks The Modiqo name, the rote™ mark, and all related logos, product names, and service marks are trademarks or registered trademarks of Modiqo. You may not use any of these marks without Modiqo’s prior written consent. ## 11. Representations and Warranties You represent and warrant that: - you are at least 18 years of age (or the age of legal majority in your jurisdiction) and are capable of entering into a binding contract; - you have the right, authority, and capacity to enter into this Agreement and, if acting on behalf of an entity, to bind that entity; - you have read, understand, and agree to be bound by this Agreement and the Privacy Policy in order to access and use the Services; - you will act professionally and responsibly in your interactions with other users; - when using or accessing the Services, you will act in accordance with any applicable local, state, federal or international law or custom and in good faith; - you will not use the Services for any unlawful, fraudulent, or unauthorized purpose; and - all Memories and other content you upload to the Hub comply with Section 6.3 of this Agreement. Further, you hereby warrant and represent that you do not have any motivation, status, or interest which Modiqo may reasonably wish to know about in connection with the Services, including without limitation, if you are using or will or intend to use the Services for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to Modiqo in writing any such motivation, status or interest, whether existing prior to registration or as arises during your use of the Services. ## 12. Disclaimer of Warranties ### 12.1 AI Outputs – Nature and Limitations Artificial intelligence and large language model technology are frontier technologies that are still improving in accuracy, reliability, and safety. The AI Features incorporated into the Services are provided for informational and productivity purposes only. When you use any AI Features, you acknowledge and agree that: - AI Outputs may not always be accurate and may contain material errors, omissions, or inaccuracies, even when they appear specific, detailed, or authoritative; - AI Outputs may not reflect current, complete, or correct information, and may reference facts, events, or circumstances that are outdated, fabricated, or otherwise inconsistent with reality; - you should not rely on any AI Output without independently verifying its accuracy, particularly for decisions involving legal, financial, medical, technical, or other professional matters; - AI Outputs may contain content that is inconsistent with the views, policies, or recommendations of Modiqo, and Modiqo does not endorse, adopt, or take responsibility for any AI Output; - AI Outputs do not constitute and shall not be relied upon as legal, financial, medical, tax, or other professional advice, and use of the AI Features does not create any professional-client relationship between you and Modiqo; and - third parties referenced or mentioned in AI Outputs do not necessarily endorse, are affiliated with, or are otherwise associated with Modiqo or the Services. You use the AI Features and any AI Outputs entirely at your own risk. Modiqo shall have no liability for any decisions made, actions taken, or outcomes arising from your reliance on AI Outputs. ### 12.2 General Disclaimer THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MODIQO MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICES OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL. UNDER NO CIRCUMSTANCES WILL MODIQO AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY MODIQO, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT MODIQO AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE GREATER OF (I) THE TOTAL FEES PAID BY YOU TO MODIQO DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW. ## 13. Indemnification ### 13.1 General You agree to indemnify, defend, and hold harmless Modiqo and its officers, directors, employees, agents, licensors, and successors and assigns from and against any and all losses, damages, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) your use of or inability to use the Services; (ii) your breach or violation of this Agreement; (iii) any content submitted by you or using your Account, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful, including any Memory, User Generated Content or other content you upload to the Hub; (iv) your sharing of Memories with other users; or (v) your violation of any applicable law or the rights of any third party. Modiqo reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification obligation. You will cooperate with Modiqo in asserting any available defenses and will not settle any claim without Modiqo’s prior written consent. ### 13.2 Modiqo IP Indemnification Modiqo will indemnify and defend you against any third-party claim, suit, or proceeding alleging that the Services (as provided by Modiqo and used by you in accordance with this Agreement) directly infringe any patent, copyright, trade secret, or other intellectual property right (“IP Claim”). Modiqo’s indemnification obligation does not apply to any IP Claim arising out of: (a) your breach of this Agreement; (b) modification of the Services by any party other than Modiqo; (c) your failure to install updates or upgrades that would have avoided the infringement, where such updates or upgrades were made available to you at no additional charge; (d) use of the Services in combination with hardware or software not provided by Modiqo; (e) any Memory or other content you upload to the Hub; or (f) use of the Services for a purpose or in a manner not contemplated by this Agreement. In the event of an IP Claim, Modiqo may, at its option: (i) procure for you the right to continue using the Services; (ii) modify the Services to make them non-infringing without materially diminishing their functionality; or (iii) if neither (i) nor (ii) is commercially practicable, terminate your Subscription Plan and provide a pro-rata refund of any prepaid Subscription Fees for the unused portion of the Subscription Term. This Section 13.2 states Modiqo’s sole obligation and your sole remedy with respect to any IP Claim. ## 14. Confidential Information You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Modiqo and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Services in accordance with this Agreement. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify Modiqo in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Modiqo upon termination of this Agreement for any reason whatsoever. The term “Confidential Information” shall mean any and all of Modiqo’s trade secrets, confidential and proprietary information, and all other information and data of Modiqo that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure, including but not limited to the Software (including its source code, algorithms, architecture, and non-public features), the Hub (including its architecture and non-public features), and the Documentation. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to Modiqo or Modiqo’s business, operations or properties, including information about Modiqo’s staff, users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation. ## 15. Term and Termination ### 15.1 Term This Agreement commences on the date you first accept it and continues for the duration of your active Subscription Plan as set forth in your order form, including any renewals, unless earlier terminated in accordance with this Section 15. ### 15.2 Termination by You You may cancel your Subscription Plan [at any time] through your Account settings. Cancellation will take effect at the end of your then-current Subscription Term, and you will retain access to the Services through that date. No refund will be issued for any unused portion of a prepaid Subscription Term unless expressly provided in Section 4.4 or required by applicable law. ### 15.3 Termination by Modiqo Modiqo may terminate or suspend your access to the Services: - Immediately upon written notice if you commit a material breach of this Agreement that is incapable of cure, or if capable of cure, you fail to remedy such breach within thirty (30) days of written notice from Modiqo specifying the breach in reasonable detail; or - Immediately upon written notice if you file for bankruptcy, become insolvent, make an assignment for the benefit of creditors, or enter liquidation or receivership. ### 15.4 Modiqo's Right to Restrict or Suspend Modiqo reserves the right to refuse, restrict, or suspend the Services to anyone at any time if Modiqo reasonably believes that: (a) you have breached any provision of this Agreement; (b) your use of the Services poses a security risk or threatens the integrity or performance of the Services; or (c) such restriction is necessary to address any other reasonable business concern. Any such suspension does not limit Modiqo's right to subsequently terminate under Section 15.3. If Modiqo terminates or limits your right to use the Services pursuant to this section, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of that third party. ### 15.5 Effects of Termination Upon termination or expiration of this Agreement for any reason: (a) all licenses and access rights granted to you under this Agreement will immediately terminate; (b) you must immediately cease all use of the Software and delete or destroy all copies of the Software in your possession or control; (c) your access to the Hub and all Memories stored thereon will be suspended; and (d) Modiqo will handle any data associated with your Account, including Your Memories stored on the Hub, in accordance with Section 9.4 and our Privacy Policy. For the avoidance of doubt, Modiqo's right to delete Your Memories following termination is governed exclusively by Section 9.4, which provides a thirty (30) day period following termination during which you may request an export of Your Memories before permanent deletion. Data cannot be recovered after that period expires. ### 15.6 Survival The provisions of this Agreement which by their intent or meaning intended to survive such termination, including without limitation the provisions relating to disclaimer of warranties, limitations of liability, and indemnification, shall survive the termination of this Agreement and any termination of your use of or subscription to the Services and shall continue to apply indefinitely. ### 15.7 Continued Enforceability Even after your right to use the Services is terminated or limited, this Agreement will remain enforceable against you with respect to all provisions that survive termination under Section 15.6. Modiqo reserves the right to take appropriate legal action, including pursuing arbitration in accordance with Section 16. ## 16. Dispute Resolution – Arbitration and Class Action Waiver PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND MODIQO CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION REQUIRES YOU AND MODIQO TO SUBMIT CLAIMS TO BINDING ARBITRATION ON AN INDIVIDUAL BASIS, WHICH MEANS YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION. You agree that, in the event any dispute or claim arises out of or relating to your use of the Services, you will contact us at [INSERT SUPPORT EMAIL OR SUPPORT WEBPAGE] and you and Modiqo will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a “Dispute” as defined below. Except for the right to seek injunctive or other equitable relief described under the “Binding Arbitration” section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys' fees, even if you may have been entitled to them otherwise. ### 16.1 Binding Arbitration You and Modiqo agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the Services (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Modiqo both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Modiqo in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis. ### 16.2 Class Action Waiver You and Modiqo agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Modiqo both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Modiqo agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding. ### 16.3 Arbitration and Administration Rules The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879). ### 16.4 Arbitration Process A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules. ### 16.5 Arbitration Location and Procedure Unless you and Modiqo agree otherwise, the seat of the arbitration shall be in [San Francisco, California]. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and Modiqo submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties. ### 16.6 Arbitrator’s Decision and Governing Law The arbitrator shall apply [California] law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim. ### 16.7 Fees Each party’s responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules. ## 17. Governing Law Except as provided in Section 16, this Agreement and any Dispute will be governed by and construed under the laws of the State of [California], without regard to choice of law principles. This choice of law provision is only intended to specify the use of [California] law to interpret this Agreement. ## 18. General Provisions ### 18.1 Entire Agreement This Agreement (including the Privacy Policy and any Order Page terms incorporated herein) constitutes the entire agreement between you and Modiqo with respect to the Services and supersedes all prior or contemporaneous agreements, representations, and understandings. In the event of a conflict between this Agreement and any Order Page, this Agreement shall control unless the Order Page expressly states otherwise. ### 18.2 Amendments Modiqo reserves the right to modify this Agreement at any time. If we make material changes, we will notify you by email to the address associated with your Account or by posting a notice on the Site. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Agreement. If you do not agree to any changes, you must stop using the Services and cancel your Subscription Plan before the effective date of such changes. ### 18.3 Assignment You may not assign or transfer this Agreement or any of your rights or obligations hereunder, by operation of law or otherwise, without Modiqo’s prior written consent. Any purported assignment without such consent is null and void. Modiqo may freely assign this Agreement, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or business. ### 18.4 Severability If any provision of this Agreement is held by a court or arbitrator to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, severed from this Agreement, without affecting the validity or enforceability of the remaining provisions. The Class Action Waiver in Section 16.2 may not be severed; if it is found unenforceable, the agreement to arbitrate will be null and void. ### 18.5 Waiver No failure or delay by Modiqo in exercising any right under this Agreement will constitute a waiver of that right. Any waiver must be in writing and signed by an authorized representative of Modiqo to be effective. ### 18.6 Force Majeure Modiqo will not be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labour disputes, governmental action, or internet or infrastructure outages. ### 18.7 Export Controls You shall not download, export, or re-export the Software or any content from the Hub in violation of any applicable US export control laws or regulations, including the Export Administration Regulations (EAR). By downloading or using the Services, you represent that you are not located in a country subject to a US government embargo and are not listed on any US government list of prohibited or restricted parties. ### 18.8 Independent Contractors The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, employment, or franchise relationship between the parties. ### 18.9 No Third-Party Beneficiaries This Agreement is for the sole benefit of you and Modiqo and does not create any rights enforceable by any third party, except that Authorized Users of an Enterprise Account who are bound by this Agreement may enforce their rights hereunder to the extent directly applicable to their use of the Services. ### 18.10 Links to Third-Party Websites The Site and Hub may contain links to third-party websites. Such links are provided for reference and convenience only and do not constitute an endorsement by Modiqo of those websites or their content. Modiqo has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. Your use of any linked third-party website is at your own risk and subject to that website’s own terms and conditions. ### 18.11 Notices You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service. ### 18.12 Changes to the Services Modiqo reserves the right to modify, update, or discontinue any aspect of the Services (including the Software or the Hub) at any time. Where changes materially reduce the features or functionality of the Services during an active Subscription Term, Modiqo will provide you with reasonable prior notice. If such changes are unacceptable to you, your sole remedy is to terminate your Subscription Plan in accordance with Section 15. ## 19. Contact Us If you have any questions about these Terms of Service or about the Services, please contact us by email at [INSERT SUPPORT EMAIL ADDRESS] or by mail to [INSERT COMPANY NAME AND ADDRESS].