The Company will provide the Services, and you may access and use the Services, in accordance with the terms of the Agreement and the online registration page or an order form (each an “Order Form”).

The Company develops a SaaS telemetric platform for increase of productivity of workflows, teams and individuals (the “Platform”, or the “Services”). The Platform enables automated data collection and provides insights for efficient workflows.

Upon registration for the Service and acceptance of the Agreement you are granted a limited, revocable, non-exclusive, non-sublicensable, non-transferable, non-assignable, and non-pledgeable license to the Platform, solely for your internal use and only for the purpose that it is intended for (the “License”). No rights (including without limitation ownership rights or intellectual property rights) are granted except as expressly stated. System outputs, reports, alerts, or other information provided by use of the Platform are referred to herein as the “Output(s)”.

You shall independently review all Outputs, evaluate any risks or threats identified therein, and determine appropriate actions. Company shall bear no responsibility for your reliance on or use of the Outputs or the Platform, or for any decisions taken or not taken based thereon.

Company may change or discontinue the services or provide new, additional, or replacement Services. Company shall inform you of such changes by posting a notice of its website at modge.com.

Except as expressly permitted above or required by law, you shall not, and shall not permit any third party to: (a) sub-license, rent, lease, lend, sell, assign, distribute, publish, pledge, or otherwise transfer the Platform or the Service or any right therein to any third party; (b) permit any unauthorized person to access or use the Platform or the Services; (c) use the Platform or any Outputs to provide services to, or for the benefit of, any third party; (d) copy, modify, adapt, translate, reverse engineer, de-compile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Platform, or make any alteration to, or access the software code of, the Platform, or damage, interfere with, or disrupt the integrity, performance or use of the Platform or Services; (e) remove, obscure, or alter any proprietary notices or labels affixed to or contained in the Platform or Outputs; (f) interfere with or circumvent the Platform's security or technical restrictions; (g) use the Platform or the Service in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity, or in violation of any applicable law, regulation, or third-party right; (h) create any derivative works of Company's Property, the Platform or the Outputs or build a similar or competitive product or service to the Platform or the Services; (i) fail to provide Company with any information which it may reasonably require from time to time to enable Company to perform its obligations under the Agreement; and/or (j) access, store, distribute, or transmit during the course of its use of the Platform any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer Platform or any component of such computer Platform), or unlawful, threatening, obscene or infringing material.

Company will make the Platform available to you via password-protected online access accessible by you (the “Access Credentials”). Access to the Platform is subject to Company's security protocols, policies and documentation. You shall maintain adequate security and control of your Access Credentials and only provide such Access Credentials to those individuals who you have authorized to use the Platform (each an “Authorized User”). You shall ensure that all Authorized Users comply with the Agreement and you shall be fully liable for any breach by Authorized Uses.

You are responsible for installing the Service and making any necessary modifications to ensure compatibility with your computer system. During the term of the Agreement, you shall provide Company with the necessary access to your computer system to enable the installation of all updates.

Ownership. All rights, of any kind whatsoever, including, but not limited to, intellectual property rights, copyrights, trademarks, brands, patents, trade secrets, samples, know-how, Platform, updates, documentation, methodologies, and any derivative works thereof, and/or any other material included and/or associated with the Services, the Platform and the Outputs, whether said rights are registered or unregistered, are exclusively owned by Company (collectively, the “Company's Property”). Except for the limited License expressly granted in herein, the Agreement does not convey to you any interest in or to the Platform, the Service or the Outputs but only, as aforesaid, a limited revocable right to use the Platform, the Service and the Outputs, in accordance with the terms of the Agreement, and nothing herein constitutes a waiver of Company's Property rights under any law.

Feedback. You may from time to time provide Feedback to Company. You agree that all Feedback are and shall be given entirely voluntarily. Feedbacks, even if designated as confidential by you, shall not, absent a separate written agreement, create any confidentiality obligation for Company. Furthermore, except as otherwise provided herein or in a separate subsequent written agreement between the you and Company, Company shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the suggestions provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. “Feedback” means comments for improvements or modifications or other feedback which you may time to time provide to Company with respect to Confidential Information, the Services, the Outputs or the Platform.

License. Company hereby grants you, during the Term, a non-exclusive, world-wide right to access and use any software that Company has agreed to provide such access to and use of under the Agreement for your own business purposes.

In consideration for the right to use the Service under the terms herein, you will pay the fees in the amount and payment terms under the applicable Order Form (the “Consideration”). The Company shall issue invoices for the Consideration to you, in advance of the period to which they relate. You shall pay the consideration to the Company within the period specified in the applicable Order Form. You shall pay the Consideration by using such payment details as are notified by the Company to you from time to time. If the invoice remains unpaid for more than fifteen (15) days, then the Company may suspend further performance of the Services until the payment of the outstanding amount in full. The Consideration does not include taxes, which shall be added as required by law. You shall bear any and all taxes in connection with any payments made to the Company pursuant to the Agreement. The Consideration is non-refundable. You shall not be entitled to offset any payments due to Company under the Agreement.

The term of the Agreement shall begin upon your registration for the Services and shall continue until the expiration of the subscription term as set forth in the Order Form (the “Term”). Company may terminate the Service due to breach of the Agreement by you or for any action taken by you that Company believes in its sole discretion is an inappropriate use of the Service or any use of the Service that is prohibited by federal, state, or local law.

Upon any termination or expiration of the Agreement: (a) all licenses granted hereunder shall automatically terminate; (b) you shall cease all use of the Service and uninstall the Platform; (c) each party shall return or securely destroy the other party's Confidential Information; (d) Company will be paid for all Services performed and expenses incurred during the Term up to the date of termination. If you terminate an Order Form or the Agreement without cause while any Order Form remains uncompleted, you shall pay any remaining Consideration, as set forth in such Order Form.

The following sections shall survive the termination of the Agreement: Ownership; Intellectual Property, Confidentiality, Disclaimer of Warranties, Limited Liability and General Provisions.

Customer Data. The Customer Data shall belong to the Customer, and you hereby grant Company, during the Term, a non-exclusive license to copy, reproduce, store, process, edit and translate the Customer Data to the extent reasonably required for the performance of the Company's obligations and the exercise of the Company's rights under the Agreement. In addition, you grant the Company an irrevocable, non-exclusive, royalty free license to use the Customer Data for its own use in the scope and manners as determined by Company, as set forth in the Privacy Policy available on the Company's website. You warrant to the Company that the Customer Data will not infringe the intellectual property rights or other legal rights of any person, and providing access to the Customer Data, will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law. To the extent that any Customer Data includes any personally identifiable information, you warrant and represent that you are acting in full compliance with all applicable privacy laws, data protection laws, controller obligations, and has received all required consents or approvals, to allow Company to access and use the Customer Data in accordance with the Agreement. Furthermore, if applicable, the parties will comply with the Data Processing Addendum.

“Customer Data” means all data, works, information, personal data and materials on, processed through, or resulting from your platforms and systems, which are accessed or processed by Company in the context of the Service.

Company Data. Company may collect and use query logs, data related to analysis and communication, and data relating to the operation, support, performance, security, maintenance, access to and use of the Service (the “Company Data”), to operate, develop, improve, and support its products and services. The Company Data shall remain owned by the Company and the Customer shall acquire no rights of any type to the Company Data. In the event that any Company Data includes personally identifiable information, such information shall be accessed and used in accordance with the Company's privacy policy, as may be amended from time to time (which can be found on Privacy Policy). Notwithstanding anything to the contrary in the Agreement, the Company may freely use the Company Data and may share any Company Data to the extent the Company Data is aggregated and/or anonymized such that you cannot be identified.

Each party will hold the other party's Confidential Information in strict confidence, use it only subject to the terms of the Agreement, allow its use only by the receiving party's employees and consultants who have signed in advance a confidentiality agreement containing terms similar to the Agreement and on a need-to-know basis and pursuant to the terms of the Agreement, not make the other party's Confidential Information available to any third party unless to the extent required by applicable law, implement adequate security measures to ensure against unauthorized access to, use or copying of the other party's Confidential Information, and notify the other party in writing of any misuse of misappropriation of the other party's Confidential Information of which the receiving party may become aware; in each case without derogating from the terms of our Privacy Policy.

“Confidential Information” shall include, without limitation any data or information that is proprietary to the disclosing party, whether in tangible or intangible form, in whatever medium provided, whether unmodified or modified by the receiving party, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of the disclosing party; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; (v) any other information that should reasonably be recognized as confidential information of the disclosing party; and (vi) any information generated by the receiving party that contains, reflects, or is derived from any of the foregoing. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Information. Each party acknowledges that the Confidential Information is proprietary to the disclosing party, has been developed and obtained through great efforts by the disclosing party and that the disclosing party regards all of its Confidential Information as trade secrets.

THE SERVICES, THE PLATFORM AND THE OUTPUTS ARE PROVIDED “AS IS” AND EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES STATED HEREIN, THE COMPANY MAKES ANY ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER AND THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. YOU DO NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE COMPANY TO ANY THIRD PARTY. IN ADDITION TO OTHER DISCLAIMERS CONTAINED IN THE AGREEMENT, COMPANY DOES NOT WARRANT THAT THE PLATFORM, THE OUTPUTS, AND/OR THE SERVICES WILL BE SECURED AT ALL TIMES, UNINTERRUPTED, ERROR-FREE, FALSE-POSITIVES FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS, OTHER SOFTWARE LIMITATIONS, OPERATE WITHOUT INTERRUPTION, YOU'RE YOUR REQUIREMENTS. WITHOUT DEROGATING FROM THE FOREGOING, COMPANY SHALL NOT BE RESPONSIBLE FOR YOUR DETERMINATION WHETHER TO ACT ON THE BASIS OF ANY OUTPUTS AND FOR ANY OUTCOMES OF SUCH DECISION.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, ITS LICENSORS, SUPPLIERS, AFFILIATES, DISTRIBUTORS AND RESELLERS SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY ANY PERSON, ARISING FROM, RELATED TO, AND/OR CONNECTED TO THE AGREEMENT, THE PLATFORM , OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING ANY USE OF OR INABILITY TO USE THE PLATFORM AND APPLICABLE INSTALLATIONS, IF ANY) AND/OR THE OUTPUTS AND/OR THE SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, COMPANY'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED, IN THE AGGREGATE, ONE THOUSAND DOLLARS ($1,000).

Company accepts no liability for any claim notified to it more than three months after the date of the provision of the Services or access to the Platform that gave rise to the claim. All the terms and limitations of the Agreement, including the warranty and liability limitations and exclusions, are fair and reasonable in light of the amounts to be paid by you, the nature of the Services, the Platform, the strength of the bargaining position of each party, the alternative ways your needs could have been met and the potential benefits and risks for both party in entering into the Agreement.

The Agreement represents the complete agreement concerning the subject matter hereof and may be amended by the Company from time to time, subject to prior notice.

The failure of Company to enforce any rights granted hereunder or to take action against you in the event of any breach hereunder shall not be deemed a waiver by Company as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

If any provision of the Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. You may not assign your rights or obligations under the Agreement without the prior written consent of Company.

Notwithstanding the foregoing, Company may assign the Agreement without the consent of the other in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets related to the Agreement or similar transaction.

The Agreement shall be governed by and construed under the laws of the State of New York, without reference to principles and laws relating to the conflict of laws.

The competent courts located in New York City, shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to the Agreement.

The Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties.

Company will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of Company (i.e., force majeure events).

If you have questions or concerns regarding the Agreement, please contact us at:

E-mail: support@modge.com

Address: 8 The Green, STE A, Dover, Sussex County, Delaware 19901