Last Updated June 8, 2022
Software License. The Modzy software platform, marketplace, unique algorithms and Models developed by Modzy or by third parties (“Models”) that are made available to access or download from the Site (collectively “Modzy Software”) is the copyrighted work of Modzy and its partners, model providers, or licensors. Use of the Modzy Software and the Models is governed by the terms of the End User License Agreement which accompanies, is agreed to be you, or is included with the Modzy Software (“License Agreement”). You shall not access or use the Modzy Software until you have first agreed to the License Agreement.
Account Setup. In order to access certain sections of this Site or utilize the Modzy Software, you may be required to create a unique username and password (collectively “Account”) and provide information regarding: (1) the company, organization, or other entity you represent (if applicable); and (ii) yourself and your Account contact person(s) (“User Information” as defined under Data Protection, below). You are responsible for maintaining your Account’s confidentiality and security, and you agree to not share your Account with anyone or otherwise allow another person to access or use your Account. Modzy is not responsible for any losses arising from the unauthorized use of your Account. Please contact Modzy if you suspect that your Account has been compromised.
Age Restrictions. You must be age 18 (or equivalent minimum age, as set forth in the Account setup process) to create an Account and access the Modzy Software. You must comply with any additional age restrictions that might apply for the use of specific Models or features on the Modzy Software.
Data Protection. You will not transfer to the Modzy Team any access to any protected data in connection with this Agreement, including personal data, classified data or data subject to International Trade Laws and Regulations, protected health information and personally identifiable information (as such terms are defined in applicable data protection law), except for protected data related to your contact person(s) (“User Information”) in order to get access to the Modzy Software. Modzy may access, use and transfer such User Information only for the purposes of fulfilling our obligations and exercising our rights, providing information to you for promotional and marketing purposes, and complying with our legal and auditing requirements.
Intellectual Property. You agree that the Site and the Modzy Software, including but not limited to Models, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the Site, the Modzy Software, and the Models contain proprietary information and material that is owned by Modzy and/or its partners and licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright law and patent laws. You agree that you will not use such proprietary information or materials in any way whatsoever except as part of your authorized use of this Site, the Modzy Software, or Models for personal, noncommercial uses in compliance with this Agreement. No portion of this Site, the Modzy Software, or Models shall be reproduced in any form or by any means, except as expressly permitted by this Agreement. You agree not to modify, rent, loan, sell, or distribute any portion of this site, the Modzy Software, or Models in any manner, and you shall not exploit this Site, the Modzy Software, or Models in any manner not expressly authorized by Modzy in writing.
International Trade Laws. Your use of the Modzy Software and Models must comply with the export control, sanction and embargo, and other applicable regulations of international trade (“International Trade Laws”), including but not limited to the U.S. International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. Parts 120-130, the Export Administration Regulations (“EAR”), 15 C.F.R. Parts 730-771, and regulations issued by the Office of Foreign Assets Control (“OFAC”), 31 C.F.R. Parts 501-598, and the International Trade Laws of the jurisdiction(s) in which you are using Modzy Software and Models. By using the Modzy Software, you represent and warrant that you will not export, re-export or otherwise use or allow access to the Modzy Software or Models in violation of applicable International Trade Laws, including use by any party (a) located in any U.S.-embargoed countries or territories, (2) identified on one on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List, or (c) engaged in prohibited end uses outlined in Part 744 of the EAR, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons. Nothing in this Agreement will be construed as requiring a party to perform an activity that would cause a violation of International Trade Laws.
Termination and Suspension of Services. If you fail, or Modzy suspects that you have failed, to comply with any of the provisions of this Agreement, Modzy may, without notice to you, terminate your access to the Site or your License Agreement. In addition, Modzy may, at its sole discretion, with or without notice, terminate your access to the Site and/or your access to any Model or the Modzy Software itself for any or no reason if we feel that doing so is necessary to: comply with local, state, U.S. Federal, or international law; to preserve security and/or integrity of the Modzy Software or any Model; to ensure the rights of others are not infringed; or to preserve national or international security; or for a force majeure event that continues for ten (10) days. If we determine that you have been using our Site, any Model, or the Modzy Software for illegal or potentially illegal purposes, we reserve the right to notify and cooperate with applicable law enforcement entities. Modzy further reserves the right to modify, suspend, or discontinue the Modzy Software (or any part or Model thereof) at any time with or without notice to you, and Modzy will not be liable to you or to any third party should it exercise such rights.
Disclaimer of Warranties. MODZY DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THIS SITE, THE MODZY SOFTWARE OR MODELS WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME MODZY MAY REMOVE THE MODZY SOFTWARE OR MODELS FOR INDEFINITE PERIODS OF TIME, REMOVE MODELS AT ANY TIME, OR OTHERWISE LIMIT OR DISABLE YOUR ACCESS TO THIS SITE, THE MODZY SOFTWARE, OR MODELS WITHOUT NOTICE TO YOU. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE THIS SITE, THE MODZY SOFTWARE, OR MODELS IS AT YOUR SOLE RISK. THE MODZY SOFTWARE AND ALL MODELS DELIVERED TO YOU THROUGH THE MODZY SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT WHICH ARE EXPRESSLY DISCLAIMED.
MODZY DOES NOT REPRESENT OR WARRANT THAT THE SITE, MODZY SOFTWARE, OR MODELS WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND YOU HEREBY RELEASE MODZY AND ITS PARTNERS FROM ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY MODEL ACCESSED THROUGH THE MODZY SOFTWARE.
Customer is hereby advised that by the nature of the technologies included in or used with the Product, the prediction accuracy of any models, algorithms, models, or other offerings in the MODZY SOFTWARE is not guaranteed. Use or reliance upon the outcomes or calculations provided by the MODZY SOFTWARE, or the models, algorithms, modules, or any other component is strictly at YOUR own risk. In no event shall Modzy, including its partners, suppliers, or providers have any liability to YOU whatsoever, whether implied or statutory, in YOUR use or reliance on any outcomes presented or otherwise calculated by the Product or any component, model, algorithm, or model included or otherwise used therewith.
Indemnity. UNLESS OTHERWISE NOTED IN A LICENSE AGREEMENT, BY USING THIS SITE, ANY MODEL, OR THE MODZY SOFTWARE, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD MODZY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, PARTNERS, CONTRACTORS, MODEL PROVIDERS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT AND YOUR USE OF THE SITE, MODZY SOFTWARE, YOUR USE OF A MODEL, OR ANY ACTION TAKEN BY MODZY AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. YOU AGREE THAT YOU SHALL NOT SUE OR RECOVER ANY DAMAGES FROM MODZY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, PARTNERS, CONTRACTORS, MODEL PROVIDERS,AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR MODELS, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE MODZY SOFTWARE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF MODZY’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
Limitation of Liability. UNLESS OTHERWISE NOTED IN A LICENSE AGREEMENT, IN NO CASE SHALL MODZY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PARTNERS, MODEL PROVIDERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THIS SITE, MODZY SOFTWARE, MODELS, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THIS SITE, THE MODZY SOFTWARE AND/OR MODELS, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY MODELS, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY MODEL POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THIS SITE, THE MODZY SOFTWARE OR A MODEL, EVEN IF ADVISED OF THEIR POSSIBILITY. IN NO EVENT SHALL MODZY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
MODZY SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE MODZY SOFTWARE, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND YOU HEREBY RELEASE MODZY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PARTNERS, MODEL PROVIDERS, AND LICENSORS FROM ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
Feedback. You are encouraged to provide to Modzy ideas, proposals, enhancement requests, suggestions or other materials related to a Model or the Modzy Software (“Feedback”) as an outcome of your use of the Modzy Software. You hereby assign to Modzy all right, title, and interest in any Feedback. You acknowledge that Modzy is under no obligation to include any Feedback in any future version of this Site, the Modzy Software, or any Model.
Compliance with Law. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of this Site, the Modzy Software, or Models. Your use of the Modzy Software and Models may also be subject to other laws.
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia. Each Party consents to the sole and exclusive jurisdiction of the state and federal courts of the Commonwealth of Virginia over themselves and the subject matter with respect to any actions for enforcement of or breach of this Agreement. Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.
Trademarks. Modzy, partner trademarks, service marks, graphics, and logos used in connection with this Site, the Modzy Software, and the Models are trademarks or registered trademarks of Modzy, Inc, the Model Providers, third party licensors, and its partners in the U.S. and other countries. You are granted no right or license with respect to any of the aforesaid marks. All other marks are the property of their respective owners.
Copyright Notice. If you believe that any content in Modzy Software or on the Site infringes a copyright claimed by you, please provide the following information:
1. The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf
2. A description of the copyrighted work that you claim has been infringed and a description of the infringing activity;
3. A description of where the material that you claim is infringing is located, such as the URL where it is posted;
4. Your name, address, telephone number, and email address;
5. A statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law; and
6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
Modzy’s Copyright Agent for Notice of claims of copyright infringement can be reached as follows:
Mail: Copyright Agent, 8300 Boone Blvd, Suite 500, Vienna, VA 22182
Force Majeure. Modzy shall not be responsible for any delay or failure in performance to the extent that such delay or failure is caused by fires, strikes, embargoes, explosion, earthquakes, floods, wars, labor disputes, government requirements, terrorist acts or activities, civil or military authorities, acts of God or by the public enemy, inability to secure raw materials or transportation facilities, acts or omissions of carriers or suppliers, or other causes beyond its reasonable control.
Assignment. Neither Party may assign this Agreement, voluntarily or by operation of law, without the prior written consent of the other Party, except that Modzy may, without notice or your consent, assign this Agreement to a present or future affiliate or in connection with a merger, consolidation, corporate reorganization, or sale of all or substantially all of Modzy’s business or assets or of the business or assets associated with the Modzy Software or Models. This Agreement shall be binding on permitted successors and assigns. Any purported assignment not in compliance with this section shall be void ab initio and of no force our effect.
Relationship of the Parties. This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the Parties, and the Parties shall at all times be and remain independent contractors. Except as expressly agreed by the Parties in writing, neither Party shall have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other Party or to bind the other Party in any respect whatsoever.
Headings. The headings in this Agreement are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.
Open Source Software. This Site, Modzy Software, and Models may be provided together with, or otherwise contain, certain open source software components (“Open Source Components”) under their respective open source license agreements (“Open Source Licenses”). You agree to the terms and conditions in each such Open Source License and agrees to comply with all such terms and conditions. With respect to each Open Source Component, to the extent there are any conflicts between any terms of this Agreement and any terms of the respective Open Source License, which the Open Source License does not permit, such conflicting terms of this Agreement will not apply. Any fees charged in connection with the Modzy Software and Models do not apply to any Open Source Components for which fees may not be charged under the applicable Open Source License. Where the terms of any specific Open Source License entitle You to the source code of the respective Open Source Component (if any), that source code may be made available from Modzy or a Model Licensor (as defined below) upon request (a nominal fee may be charged by Modzy or a Model Licensor for processing such request).
Other Provisions. Unless otherwise agreed to in a signed writing or License Agreement between you and Modzy, this Agreement constitutes the entire agreement between you and Modzy and governs your use of the Modzy Software and Models, superseding any prior agreements with respect to the same subject matter between you and Modzy. You also may be subject to additional terms and conditions that may apply when you use the Models. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Modzy’s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision. Modzy will not be responsible for failures to fulfill any obligations due to causes beyond its control. Modzy reserves the right at any time to modify this Agreement and to add new or additional terms or conditions on your use of the Modzy Software. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Modzy Software will be deemed acceptance thereof.