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By using the Modalyst (“Service”), you are agreeing to be bound by the following terms and conditions (“Terms of Service”).

Modalyst, Inc (“Company”) reserves the right to update and change these Terms of Service without notice.

Violation of any of the terms below may result in the termination of your account.

1. Account Terms

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1. You are responsible for maintaining the security of your account and password. The Company cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
2. You are responsible for all content posted and activity that occurs under your account.
3. You may not use the Service for any illegal purpose or to violate any laws in your jurisdiction (including but not limited to copyright laws).
4. You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
5. You must be a human. Accounts registered by “bots” or other automated methods are not permitted. 

2. Information and Materials You Post or Provide

1. You represent that you have all right, title, and interest to materials you post on the Site or provide to Modalyst (“Materials”) including but not limited to any consent, authorization, release, clearance or license from any third party (such as, but not limited to, any release related to rights of privacy or publicity) necessary for you to provide, post, upload, input or submit the Materials
2. All products are original or you have obtained all necessary rights to the products and are not reproductions of existing products by other brands.
3. Posting such Materials does not violate or constitute the infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other intellectual property right recognized by any applicable jurisdiction of any person or entity, or otherwise constitute the breach of any agreement with any other person or entity.
4. You further represent and warrant that you are who you say you are, that you have not submitted fictitious, false or inaccurate information about yourself, and that all information contained in the posted Materials is true and your own work or work you are authorized to submit
5. The posted Materials do not contain any threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic, material, or other material that would violate any other applicable law or regulation.
6. You agree that you will not knowingly and with intent to defraud provide material and misleading information. You represent and warrant that the Materials you supply do not violate these Terms of Service.

3. Copyright and Content Ownership

1. All content posted on the Service must comply with U.S. copyright law.
2. We claim no intellectual property rights over the material you provide to the Service. All materials uploaded remain yours.
3. The Company does not pre-screen all content, but reserves the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service.
4. The look and feel of the Service is copyright© Modalyst, Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML, CSS, JavaScript, or visual design elements without express written permission from the Company.

4. API Terms

Customers may access their Service data via the Application Program Interface (“API”). Any use of the API, including use of the API through a third-party product that accesses the Service, is bound by the terms of this agreement plus the following specific terms:

1. You expressly understand and agree that the Company shall not be liable for any damages or losses resulting from your use of the API or third-party products that access data via the API.
2. Abuse or excessively frequent requests to the Service via the API may result in the temporary or permanent suspension of your account’s access to the API. The Company, in its sole discretion, will determine abuse or excessive usage of the API. The Company will make a reasonable attempt via email to warn the account owner prior to suspension.

5. Payment, Refunds, Upgrading and Downgrading Terms

1. The Service is offered with a free account under the Hobby Plan. The Hobby Plan has feature limitations.
2. If you upgrade to a paid plan, you will only be able to continue using the features included in those plans by paying in advance. If you fail to pay for your plan, your account will be automatically downgraded to the free Hobby Plan. The additional features available in the paid plans will not be available until payment is made.
3. Any upgrade or downgrade in plan level will result in the new rate being charged immediately. There will be no prorating for upgrades or downgrades in between billing cycles.
4. Downgrading your Service may cause the loss of features, some data associated with those features, or capacity of your account. The Company does not accept any liability for such loss.
5. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes. Where required, The Company will collect those taxes on behalf of taxing authority and remit those taxes to taxing authorities.
6. Refunds are processed according to our fair refund policy.

6. Cancellation and Termination

1. You are solely responsible for properly canceling your account. An email or phone request to cancel your account is not considered cancellation. You can cancel your account at any time by clicking on the Manage Your Plan link in the upper right corner under “Hi, Your Name”. Simply, downgrade to the Hobby Plan and you will no longer be billed a subscription fee. This is a simple, no-questions-asked way to cancel your payments.
2. When you cancel a subscription and/or downgrade to a free Hobby account, all of your items will be automatically removed from your store and some data related to those items will be lost. Within 90 days, all content will be permanently deleted from your account. This information cannot be recovered once it has been permanently deleted.
3. The Company, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all content in your account. The Company reserves the right to refuse service to anyone for any reason at any time.

7. Modifications to the Service and Prices

1. The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any part of the Service with or without notice.
2. Prices of all Services are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the Modalyst site or the Service itself.
3. The Company shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

8. General Conditions

1. Your use of the Service is at your sole risk. The service is provided on an “as is” and “as available” basis.
2. Technical support is only provided via email.
3. You understand that the Company uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
4. You must not modify, adapt or hack the Service.
5. You must not modify another website so as to falsely imply that it is associated with the Service or the Company.
6. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by the Company.
7. We may, but have no obligation to, remove content and accounts that we determine in our sole discretion are unlawful or violates any party’s intellectual property or these Terms of Service.
8. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Service customer, Company employee or officer will result in immediate account termination.
9. ou understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
10. We reserve the right to temporarily disable your account if your usage significantly exceeds the average usage of other Service customers. Of course, we’ll reach out to the account owner before taking any action except in rare cases where the level of use may negatively impact the performance of the Service for other customers.
11. The Company does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
12. You expressly understand and agree that the Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
13. The failure of the Company to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and the Company and govern your use of the Service, superseding any prior agreements between you and the Company (including, but not limited to, any prior versions of the Terms of Service).
14. You hereby warrant, represent and undertake that you will comply at all times with all applicable sanctions programs, including those of the U.S. Office of Foreign Assets Control (“OFAC”) and any other competent authority. You further represent that you are not a resident of any country or region embargoed by the United States and you will not use or distribute Modalyst services from any such country or region, nor you are on the U.S. Treasury Department’s Specially Designated Nationals and Blocked Persons List or any other applicable sanctions list maintained by the EU, the UK or other, and that you are not owned 50 percent or more, directly or indirectly in the aggregate, by a sanctioned party and are not otherwise controlled by such a party. You agree to indemnify Modalyst against any and all losses, including without limitation, monetary penalties and legal fees, that Modalyst may suffer should you violate any of the foregoing representations regarding your non-sanctioned status.
    

Questions about the Terms of Service should be sent to team@modalyst.co.

Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes.