Terms & conditions

2.1. Account Creation. To use certain features of the Site and Services, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You may not select a username intended to impersonate another person or entity that is subject to the rights of another person or entity, or that is obscene or vulgar. We reserve the right to refuse or cancel registration of any username in our sole discretion. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. Moddy may suspend or terminate your Account in accordance with these Terms.

2.2. Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Moddy of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. You will not share your Account password or any security questions with any other individual or entity and you will not allow any other individual or entity to use your Account. Moddy cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2.3. Payment of Fees. You are solely responsible for fees incurred by your Account at the rates specified in the pricing we provide or make available to you.

2.4. Taxes. Fees do not include any taxes, duties, or assessments that you may owe for use of the Services (“Taxes”), unless otherwise specified in the applicable invoice. You are responsible for remitting any necessary withholding Taxes to the relevant authority on a timely basis and providing us with evidence of the same upon our request. Where a law, rule, or regulation provides for the reduction or elimination of withholding taxes, including via tax treaty, the parties will collaborate in good faith to do so. For clarity, you must pay us the amount ("Gross-up Payment") that will ensure that we receive the same total amount that we would have received if no such withholding or reduction by you had been required (taking into account any and all applicable Taxes (including any Taxes imposed on the Gross-up Payment)).

2.5. Billing. Failure to pay all amounts owed to us when due may result in suspension or termination of your access to and use of the Services. We reserve any other rights of collection we may have.

3.1. Subscription. Subject to your compliance with these Terms, you may use and access the Services solely for your personal, non-commercial use for such time as you are permitted by Moddy as a valid paid or trial user. You may not use the Site or Services for any financial, commercial, or other similar purpose without the prior written consent of Moddy in each instance. All content and recommendations are for informational and entertainment purposes only. Moddy does not guarantee the accuracy, completeness, or success (financial or otherwise) of any prediction or model. You agree that the Site and Services do not constitute any form of gaming, gambling, wagering, sports betting, or other game of chance, and that you will not assert such a position or allow a third party to assert such position on your behalf. Moddy does not engage in such activity nor does it facilitate or otherwise participate in gaming or gambling activity. You also agree that you will not use the Site or Services for or in connection with any illegal gaming or gambling or other illegal purpose. Moddy does not provide any advice or guidance or make any representation regarding the legality of any form of gaming or gambling in any jurisdiction. You are solely responsible for compliance with all applicable laws regarding gaming, betting, or gambling in each jurisdiction where you engage in such activity, and Moddy does not condone or authorize any form of illegal gaming or gambling. These Terms do not grant you (a) any right to reproduce, modify, distribute, or publicly display or perform the software included in the Services or any portion thereof or (b) any other right to the Services not specifically set forth in these Terms.

3.2. Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access or use the Services in order to build a similar or competitive website, product, or service; (d) you shall not access or use the Site or Services for any timesharing or service bureau purposes or to otherwise provide the Services, in whole or in part, to a third party; (e) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (f) any restrictions set forth in section 3.1 of these Terms. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site or Services shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) or the Services must be retained on all copies thereof. If you access the Services from outside the United States, you are responsible for compliance with foreign and local laws. Moddy does not provide services to governments, governmental agencies, businesses, individuals, other groups, or any of their agents that are subject to U.S. trade sanctions. By using the Services, you represent and warrant that you are not subject to any U.S. trade sanctions.

3.3. Modification. Moddy reserves the right, at any time, to modify or suspend the Services (in whole or in part) with or without notice to you. You agree that Moddy will not be liable to you or to any third party for any modification or suspension of the Site, the Services, or any part thereof. Moddy also reserves the right to limit the availability of the Services or the provision of the Site to any person, organization, geographic area, or jurisdiction, at any time and in its sole discretion.

3.4. Support and Maintenance. We will provide you support and maintenance services in accordance with our standard level of support and maintenance.

3.5. Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site, the Services, and its content are owned by Moddy or Moddy’s suppliers. Neither these Terms (nor your access to the Site or Services) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access and use rights expressly set forth in Section 2.1. Moddy and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

3.6. Feedback. You are under no duty to provide any suggestions, ideas, enhancement requests, or other feedback regarding the Services (“Feedback”). If you choose to offer Feedback to us, you hereby assign all ownership and intellectual property rights in such Feedback to us. You also irrevocably waive in favor of us any moral rights which you may have in such Feedback pursuant to applicable copyright law. We acknowledge that any Feedback is provided on an “as-is” basis with no warranties of any kind. We will treat any Feedback you provide to us as non-confidential. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.

4.1. User Content. “User Content” means all information that you submit to the Services and excludes all Factors, Models, and any other aspects of the Services we make available to you. You retain ownership of your User Content. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You further warrant that all information you provide about yourself is true and complete. You agree to promptly notify Moddy of any changes in the information provided about yourself or any other material changes that could impact your use of the Services. You shall be solely responsible for the accuracy and completeness of all information furnished to Moddy and/or to third parties as necessary for the Services contemplated herein. Moddy shall not be responsible for independently verifying the accuracy or completeness of any information that you provide, and Moddy shall be entitled to rely on such information. Moddy shall have no liability for any errors or omissions in any Services provided to you that are the result of, arise from, or are based, in whole or part, on inaccurate or incomplete information provided to Moddy. You represent and warrant that you have obtained all necessary third party rights, licenses, permissions, and consents, including, copyrights, for any User Content that belongs to or originates from third parties and consents where required by applicable laws for the collection of information. You will review all Output from the Services and other information and data provided to you by Moddy and shall inform Moddy of any inaccuracies, deficiencies or discrepancies contained therein. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 4.6). You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by Moddy. Since you alone are responsible for your User Content, you may expose yourself to liability based on the User Content you provide. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

4.2. License. You hereby grant (and you represent and warrant that you have the right to grant) to Moddy an nonexclusive, royalty-free, enterprise-wide, sublicensable (at an unlimited number of levels), and worldwide license to modify, reproduce, distribute, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site, providing you with the Services, and offering you other Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights, rights of droit moral, or rights of attribution with respect to your User Content. Additionally, you hereby grant (and you represent and warrant that you have the right to grant) to Moddy a nonexclusive, royalty-free, enterprise-wide, perpetual, sublicensable (at an unlimited number of levels), irrevocable, and worldwide right and license to (i) host, copy, access, transmit, display, modify, adapt, reproduce, distribute, prepare derivative works of, incorporate into other works, and otherwise use and commercialize aggregated anonymized data to develop, optimize, and improve the Services, and (ii) create develop, derive, modify, share, and commercialize aggregated anonymized data that is part of the System Data (defined below), including but not limited with third parties. “System Data” means information that originates in the Service including but not limited to metrics, metadata, or analytics, or that is based on or derived by Moddy from anonymized data.

4.3. Models. Moddy has created formulas, concepts, methodologies, processes, analyses, and other intellectual property (each, a “Factor”) to assist users in predicting the outcome of a sporting event. The Services allow you to combine Factors you choose in order to assemble a model that may facilitate your prediction for a sporting event (each such model you assemble, a “Model”). Because each Model is merely a combination of Moddy’s Factors, you acknowledge that we own, and shall continue to own all right, title, and interest in and to any Model you assemble and that we retain all right, title, and interest in and to all Factors. You may make the Models that you assemble “private” on the Site, meaning that other users of the Site or Services cannot view your Models through the Site. Notwithstanding the foregoing sentence or anything to the contrary herein, nothing in these Terms shall prevent or limit Moddy’s rights to license to one or more third parties the Models you assembled and, for the avoidance of doubt, no compensation shall be due or otherwise owed to you from Moddy, any applicable licensees of a Model you assembled, or any third parties who may use such Model, and Moddy shall have no obligation to provide attribution to you as the assembler of any Model regardless of whether Moddy licenses that Model to any third party. To the extent you have any ownership interest in any Model, you hereby assign such interest to us. You may use the Models you create or that are otherwise available to you through the Services for your personal, non-commercial use for such time as you are permitted by Moddy as a valid paid or trial user. You acknowledge that after you are no longer a paid or trial user, for whatever reason, you will not have access to and will not be able to use any Models you previously assembled, used, or relied upon. Notwithstanding the termination or expiration of your access to and use of the Services, we may use any Models you created in any way we desire without having to provide you any compensation or recognition.

4.4. Ownership of Output. All right, title, and interest in and to all output generated or created by the Models (including, without limitation, predictions of any specific athletic event based on the Factors assembled into a Model) (“Output”), shall be owned exclusively by Moddy. You acknowledge and agree that you do not own any Output and Moddy may use such Output for any purpose whatsoever without providing any attribution or compensation to you.

4.5. Further Acts. To the extent it is ever deemed that you have any right, title, or interest in or to any Models you have assembled or any Factors, you hereby irrevocably assign, transfer, and convey, in each case without additional consideration, all right, title, and interest throughout the world in and to such Models and Factors, including all intellectual property rights in any jurisdiction in the world therein. You also hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights, rights of droit moral, or rights of attribution with respect to any such Models.

4.6 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
(a) You agree not to use the Site or Services to collect, upload, transmit, display, or distribute any User Content that: (i) violates any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) is unlawful, fraudulent, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) is harmful to minors in any way; (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party; (v) falls within the definition of “Protected Health Information” under the HIPAA Privacy Rule (45 C.F.R. Section 164.051); or (vi) falls within the definition of “Nonpublic Personal Information” under the Gramm-Leach-Bliley Act.
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(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Site and/or Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site or Services; (vi) use technical or automated means (including software or automated agents or scripts) (collectively, “Automated Means”) to produce multiple accounts on the Services, or to generate automated searches, requests, or queries on, to, or through the Services; (vii) strip, scrape, mine, extract, copy, or reproduce any data from the Services through Automated Means or otherwise; (viii) directly or indirectly (whether through use of Automated Means or otherwise) access systems, software, data, or information that we do not intend to be made accessible to you, including portions of the Services or Site that you do not otherwise have access to; (ix) share any Output outside of the Site or share any Output within the Site through a means other than the feature(s) Moddy makes available to you to share Output within the Site; or (x) benchmark or monitor the performance of the Services or Site or publish any information regarding the Site’s or Services’ performance.

4.7. Enforcement. We reserve the right (but have no obligation) to review, refuse and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities.

You agree to indemnify, defend (subject Moddy’s right to exclusively assume the defense at your sole cost and expense), and hold Moddy and its officers, employees, suppliers, licensors, agents, successors, and assigns (collectively, the “Moddy Indemnitees”) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party arising out of, in connection with, or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of applicable laws or regulations; (d) your infringement or alleged infringement of any intellectual property, proprietary, privacy, or other rights of any other person or entity; (e) your User Content and Output; and (f) your use of any Third-Party Connections (defined below). We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Moddy Indemnitees, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent, which we may withhold in our sole and exclusive discretion. We will use commercially reasonable efforts to notify you of any such claim, action, or proceeding within a commercially reasonable time upon becoming aware of it.

6.1. Third-Party Links. The Site may contain links to third-party websites and services (collectively, “Third-Party Connections”). Such Third-Party Links are not under the control of Moddy, and Moddy is not responsible for any Third-Party Links. Moddy provides access to these Third-Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. You use all Third-Party Links at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction, use, or agreement in connection with such Third-Party Links and third parties.

6.2. Co-Branded Areas. To provide a greater breadth of Services, certain functions provided on this Site (for example, payment processing) may be outsourced to third parties. Certain pages on the Site are therefore operated and controlled by a third party (“Co-Branded Areas”). These Co-Branded Areas continue to display Moddy trademarked logo at the top of the page but are nonetheless operated and managed by a third party. These Terms, in conjunction with any further terms and conditions posted in the Co-Branded Areas, govern your access and use of those areas. In all other respects, access to the Co-Branded Areas is at your own risk.

6.3. Other Users. Each Site user is solely responsible for all its own User Content. Since we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, appropriateness, or quality of any User Content. Your interactions with other Site users are solely between you and such users. You agree that Moddy will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.

6.4. Release. You hereby release and forever discharge Moddy (and our affiliates, officers, employees, agents, suppliers, licensors, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site and/or Services (including any interactions with, or act or omission of, other Site users or any Third-Party Links) except to the extent caused directly by our willful or intentional misconduct. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” AND TO THE EXTENT APPLICABLE, CORRESPONDING RIGHTS UNDER ANY SIMILAR LAW, RULE, OR REGULATION OF ANY OTHER JURISDICTION.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND “WITH ALL FAULTS,” AND WE (AND OUR SUPPLIERS AND LICENSORS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS AND LICENSORS) MAKE NO WARRANTY THAT THE SERVICES (INCLUDING ANY FACTORS OR MODELS) OR THE USE AND RESULTS THEREOF, INCLUDING OUTPUT, WILL MEET YOUR OR ANY THIRD PARTY’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM TIME REQUIRED BY APPLICABLE LAW. RELIANCE ON ANY FACTORS, MODELS, OUTPUT, DATA, RESULTS, INFORMATION OR OTHER MATERIALS OBTAINED FROM THE SERVICES IS STRICTLY AT YOUR OWN RISK. YOU UNDERSTAND, AGREE, AND ACKNOWLEDGE THAT: (I) USE OF THE SERVICES DOES NOT RELIEVE YOU OF RESPONSIBILITY FOR COMPLIANCE WITH LAWS, RULES, AND REGULATIONS WHILE USING THE SERVICES OR ANY MODELS, OUTPUT, DATA, RESULTS, INFORMATION OR OTHER MATERIALS YOU GENERATE WHILE USING THE SERVICES; (II) YOU SHALL NEITHER INQUIRE NOR RELY UPON US FOR ANY LEGAL, ACCOUNTING, TAX, REGULATORY, OR OTHER PROFESSIONAL OR EXPERT ADVICE OF ANY KIND AND THAT WE DO NOT HAVE A FIDUCIARY RELATIONSHIP OR SPECIAL RELATIONSHIP WITH YOU; AND (III) YOU ARE FULLY AND SOLELY RESPONSIBLE FOR: (A) SELECTION OF ADEQUATE AND APPROPRIATE SERVICES AND SOFTWARE TO SATISFY YOUR NEEDS AND ACHIEVE YOUR INTENDED RESULTS; (B) USE OF AND RELIANCE ON THE SERVICES OR ANY FACTORS OR MODELS; (C) ALL FACTORS, MODELS, OUTPUT, DATA, RESULTS, INFORMATION, AND ANY OTHER MATERIALS OBTAINED FROM THE SERVICES OR THE USE THEREOF; (D) REVIEWING ALL OUTPUT FROM THE SERVICES; (E) SELECTING, OBTAINING, AND MAINTAINING ALL HARDWARE, SOFTWARE, COMPUTER CAPACITY, INTERNET SERVICE, PROGRAM AND SYSTEM RESOURCES AND OTHER EQUIPMENT AND UTILITIES NEEDED FOR ACCESS TO AND USE OF THE SERVICES AND FOR ALL COSTS ASSOCIATED THEREWITH; AND (F) SELECTION, USE OF, AND DATA, RESULTS, INFORMATION OR OTHER MATERIALS OBTAINED FROM ANY OTHER PROGRAMS, APPLICATIONS, COMPUTER EQUIPMENT, SOFTWARE, OR SERVICES USED WITH THE SERVICES.  WE ARE NOT LIABLE FOR ANY DAMAGES OR LOSSES, OF ANY KIND WHATSOEVER, THAT MAY RESULT FROM YOUR RELIANCE ON ANY SERVICES, MODELS, FACTORS, OR INFORMATION PROVIDED OR MADE AVAILABLE BY THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES AND/OR ANY MODELS DO NOT GUARANTEE OR EVEN NECESSARILY ENHANCE YOUR ABILITY TO PREDICT THE OUTCOME OF A SPORTING EVENT.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.OUR AFFILIATES, SUPPLIERS, AND LICENSORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS SECTION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MODDY (OR OUR SUPPLIERS OR LICENSORS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY GAMBLING LOSSES, LOST PROFITS, LOST REVENUE, LOST INCOME, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOST DATA, CORRUPTION OF DATA, INACCESSIBILITY OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, ANY FAILURE, INTERRUPTION, OR DELAY (INCLUDING THE USE OF OR INABILITY TO USE ANY COMPONENT OF THE SERVICES, INCLUDING ANY MODEL) TO ACCESS TO OR USE OF ANY SERVICES, BUSINESS INTERRUPTION, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND RELATED TO, IN CONNECTION WITH, OR ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE ANY SERVICES REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, LAW, EQUITY OR OTHERWISE, EVEN IF MODDY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OR INACCESSIBILITY OF DATA RESULTING THEREFROM.YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO DISCONTINUE USING THE SERVICES OR ACCESSING THE SITE. IN NO EVENT SHALL MODDY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE WHATSOEVER, REGARDLESS OF THE FORM OF THE ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, LAW, EQUITY, OR OTHERWISE, EXCEED THE AMOUNT YOU HAVE PERSONALLY PAID MODDY FOR PROVIDING THE SERVICES TO YOU FOR THE THREE (3) MONTHS PRIOR TO THE FIRST ALLEGED ACT CAUSING DAMAGES OR $50.00, WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. IN NO EVENT SHALL MODDY BE LIABLE FOR ANY DAMAGES BASED UPON THE ACCURACY, COMPLETENESS SECURITY, RELIABILITY, AVAILABILITY, OR ERRORS OF THE SERVICES OR ANY FACTORS OR MODELS OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. YOU ACKNOWLEDGE THAT MODDY HAS SET ITS FEES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THESE TERMS, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US. YOU AGREE THAT OUR SUPPLIERS AND LICENSORS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9.1. Term and Termination. Subject to this Section, these Terms will remain in full force and effect while you access or use the Services. Your ability to use the access and use the Services will depend on the length of your trial or paid subscription offered to you by Moddy.

9.2. Retention of User Content. Upon termination of your rights under these Terms, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content and Models associated with your Account from our live databases. Moddy will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content.

9.3. Suspension. Notwithstanding any subscription Moddy previously offered you, Moddy may suspend or terminate your rights to use the Services (including your Account) at any time as necessary for us to comply with applicable law and/or if we reasonably believe that your use of the Services violates these Terms. Sections 1, 2.2, 2.3, 2.4, 2.5, 3.2, 3.5, 3.6, 4, 5, 6, 7, 8, 9, and 10 shall survive termination of the Services or your use or access to the Services.

1. Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on the Site. You are responsible for providing us with your most current e-mail address. If the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. The date that these Terms were last revised is set forth above. Continued use of our Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

2. Class Action Waiver; Jury Trial Waiver; Use Outside of the United States of America; and Dispute Resolution. Please read this Section 9.2 carefully. It is part of your contract with Moddy and affects your rights. It contains procedures for A CLASS ACTION WAIVER.
(a) Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS SECTION 10.2 MUST BE LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE LITIGATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
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(b) Waiver of Jury Trial. YOU AND MODDY EACH IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS (INCLUDING ANY OTHER TERMS INCORPORATED INTO THESE TERMS), THE SITE, OR THE SERVICES, OR THE TRANSACTIONS CONTEMPLATED HEREBY. YOU AND WE EACH CERTIFY AND ACKNOWLEDGE THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS DECIDED TO ENTER INTO THESE TERMS IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
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(c) Use Outside of the United States. The Services are operated by us from our offices within the United States of America. We make no representation that the Services are appropriate or available for use in other locations, and access to the Services from territories where the access to or use of the Services may be illegal is prohibited. Those who choose to access or use the Services from other locations do so, on their own initiative and are responsible for compliance with applicable local laws.
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(d) Notice Requirement and Informal Dispute Resolution. Except for Moddy seeking emergency injunctive relief, before either party may seek to file suit against the other party, the party must first send to the other party a written notice of dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Moddy must be sent to legal@moddy.ai or Moddy AI, Inc., Attention: Legal Department, , 44 Milton Avenue #213, Alpharetta, GA 30009 United States. After the Notice is received, you and Moddy may attempt to resolve the claim or dispute informally. If you and Moddy do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin a legal proceeding.
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(e) Choice of Law and Venue for Litigation. To the maximum extent permitted by applicable law, you consent to these Terms and any claims relating to the information, Services (including the Models), or products made available through the Site and/or Services will be governed by the laws of the State of Delaware, U.S.A., excluding the application of its conflicts of laws rules. You agree that venue for all actions, relating in any manner to these Terms, will be in a federal or state court of competent jurisdiction located in the State of Delaware.
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(f) Time Limit on Claims Against us. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, PRIVACY TERMS OR THE SITE OR RELATED TO THE SITE AND ITS OFFERINGS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
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(g) Survival. The dispute resolution provision survives the termination of your Services with us. If you bring a claim against Moddy after termination of your Account that is based in whole or in part on events or omissions that occurred while you were a use of the Site and/or Services, this Section 10.2 shall apply.

10.3. Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Moddy, or any products utilizing such data, in violation of the United States export laws or regulations.

10.4. Electronic Communications. The communications between you and Moddy use electronic means, whether you use the Site or send us emails, or whether Moddy posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Moddy in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Moddy provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.

10.5. U.S. Government Users. The Services includes “Commercial Computer Software” and “Commercial Computer Software Documentation.” In accordance with Section 12.212 of the Federal Acquisition Regulations (“FAR”) and Sections 227.7202-1 through 227.7202-4 of the Defense FAR Supplement (“DFARS”), any use, duplication, modification, distribution, disclosure and all other license rights of the Services by the U.S. Government or any of its agencies shall be governed by and subject to all of the terms, conditions, restrictions, and limitations of these Terms. Use of the Services constitutes agreement by the U.S. Government that the Services includes “commercial computer software” and “commercial computer software documentation” per the FAR/DFAR; and renders these Terms enforceable. If for any reason the Services are not considered ‘commercial’ per the FAR; or, these Terms otherwise are deemed not to apply, the Services will be deemed to be provided with “Restricted Rights” as defined in FAR 52.227-14(a) and FAR 52.227-14(g)(4) (Alt III), or DFARS 252.227-7014(a)(15) and DFARS 252.227-7014(b)(3), as applicable. For U.S. Government Users, the U.S. Government shall have the right to use, duplicate or disclose Technical Data which is accessed, developed, or delivered under the contract, for the acquiring agency’s internal purposes only, per FAR 12.211 Technical data. For contracts governed by the DFARS, the U.S. Government shall have the license rights for Technical Data as provided under DFAR 252.227-7015 (b)(Technical Data–Commercial Items).

10.6. Entire Terms. These Terms, the Privacy Terms, and any order forms or other payment obligations you enter into with us constitute the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The words “include,” “includes,” and “including” are hereby deemed to be followed by the phrase “without limitation.” The word “will” is hereby deemed to be construed to have the same meaning and effect as the word “shall.” The term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or.” Any definition of or reference to any agreement, instrument, or other document herein will be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). References to any specific law, rule or regulation, or section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Moddy is that of an independent contractor, and neither party is an agent or partner of the other. You acknowledge and agree that in no event shall Moddy owe you any enhanced or special duties, express or implied, in fact or by law, whether referred to as a special relationship or fiduciary relationship or otherwise. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Moddy’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Moddy may freely assign these Terms without your prior consent. The terms and conditions set forth in these Terms shall be binding upon assignees. You agree that for any document or electronic information delivered through the Services and that by “clicking” on the designated spaces in or relating to such document shall be deemed to be “in writing” and to have been “signed” and delivered for all purposes by you. Any record of such confirmation (including electronic records) shall be deemed to be “in writing.” You further agree that you shall not contest the legally binding nature, validity or enforceability of any document or confirmation based on the fact that it has been executed by “clicking” on the designated spaces and expressly waives all rights you may have to assert such a claim.

10.7. Force Majeure. We shall not be responsible to you or any third party entity or individual for any delay or failure in any performance due to acts of God, war, warlike conditions, blockade, embargoes, riots, government action, labor disturbances, unavailability of anticipated usual means of supplies, wrecks, epidemics, pandemics, quarantine, fire, flood, earthquake, explosion, any unforeseen change in circumstances, or any other causes beyond our commercially reasonable control.

10.8. Copyright/Trademark Information. Copyright © 2026 Moddy AI, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Site or within the Services are our property or the property of third parties. You are prohibited from using these Marks without our prior written consent or the consent of such third party which may own the Marks.

Address:
Moddy AI, Inc.
Attention: Legal Department
44 Milton Avenue #213
Alpharetta, GA 30009
United States