Terms of Service

Last updated: Mar 23, 2026

These Terms of Service (these “Terms”) constitute an agreement between you, the user, and Nullframe, Inc. (also known as “Moda”) and its subsidiaries and affiliates (collectively, “Moda”, “we” or “us”). These Terms govern your access to and use of the website located at https://moda.app and related websites and desktop, mobile and other applications (collectively, the “Website”), including any content, functionality and services offered on or through the Website, and any of our other products or services (collectively, the “Services”), whether or not you register as a user.

Please read these Terms carefully because they contain provisions that affect your rights and obligations, including a mandatory arbitration provision and a waiver of your right to participate in a class action.

Description of Services

Moda provides AI-powered services that enable you to create and edit designs, graphics, presentations, and other visual content.

Acceptance of Terms

By using the Services, you accept and agree to be bound and abide by these Terms, our Privacy Policy found at https://moda.app/privacy, and any other term or policy on the Website or incorporated herein by reference. If you do not agree to these Terms, the Privacy Policy, or any other Moda term or policy, you must not use the Services.

By using our Services, you acknowledge and confirm that (i) you have read and understand all of the terms, conditions, policies, provisions, disclosures and disclaimers contained herein, (ii) you are legally able to form a binding contract with Moda, (iii) these Terms have the same force and effect as a signed agreement, and (iv) you expressly accept and agree to be bound by the terms hereof.

Age Requirement

The Services are offered and available only to users who are 18 years of age or older. By using the Services, you represent and warrant that you are 18 years of age or older and are otherwise capable of forming a legally binding contract with Moda. If you do not meet these requirements, you must not use the Services.

User Accounts

To access certain features of the Services, you may need to create an account (a “User Account”) through the Website. To create your User Account, you will be asked to provide information about yourself, such as your name, password, email address, and other details. All the information that you provide us must be correct, current, and complete. You agree that all information you provide to us is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. Your registration details and other information may not be an impersonation of another person, a term that is the same or confusingly similar to a famous trademark not owned by you, or a term that is offensive in any way.

You must update the information associated with your User Account if such information has changed. In particular, you may receive important correspondences and notifications by email and other means. Moda is not responsible for any delay or breach resulting from your failure to update the information associated with your User Account.

You agree to keep your password confidential and to protect your account. You agree to notify us immediately of any unauthorized access to your account or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your personal or sensitive information.

You are solely responsible for any fees, including Internet connection or mobile fees, that you may incur when accessing the Services through your computer, tablet, mobile phone, or other device.

You acknowledge and agree that you have no ownership or other property interest in your User Account. All rights in and to your User Account are owned by and inure to the benefit of Moda.

Enterprise Customers

You may enter into these Terms, use our Services, and/or create a User Account on behalf of or in affiliation with a company, business, partnership, or other legal entity (each, an “Enterprise Customer”). In such case, you represent that you have the authority to bind the Enterprise Customer to these Terms. These Terms shall apply to the Enterprise Customer, and references herein to “you” or “your” shall refer to the Enterprise Customer.

Workspaces and Organizational Accounts

If you access or use the Services as part of an Enterprise Customer or organizational account, content and data associated with your account may be controlled by that organization. The organization’s administrator may access, manage, modify, or remove content and may control your access to the Services.

If your access to an organizational account is terminated, you may lose access to associated content and data.

Payment

Fees

Certain Services may require payment of a one-time or recurring Fee (each, the “Fee”), among other terms. All Fee amounts are displayed on the Website and subject to additional usage Fees as provided therein. To access the portions of our Services that require payment of a Fee, you may be required to select an appropriate payment plan and provide information regarding your credit card or other payment instrument. You represent and warrant to Moda that all such information you provide to us regarding payment and your User Account are true and accurate, and that you have the appropriate authorization to use and charge payments from Moda or our Payment Processor (as defined below) on such accounts. You agree to promptly update your account and payment information with us or our Payment Processor of any changes to your billing information as such changes become applicable. You agree to pay Moda the amount specified on the Website for the Services plan that you select, and you agree that, where applicable, you authorize Moda to make recurring billings to your payment instrument until you terminate your account or your subscription of such plan.

By providing Moda or our Payment Processor with your payment information, you agree that Moda or our Payment Processor is authorized to immediately invoice and bill your User Account for all Fees due and payable to us and that no additional notice or consent from you is required. You agree to have sufficient funds or credit available upon placement of any order with us to ensure that the Fee is collectable by Moda. Your failure to provide us or our Payment Processor with accurate payment information or failure to have sufficient funds or credit available to allow us or our Payment Processor to collect applicable Fees shall constitute a material breach of these Terms, and in such event we may terminate your User Account or access to applicable Services.

By providing us or our Payment Processor with your payment information, you represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any purchase of our Services; and that (ii) the information you supply to us is true, correct and complete.

We may employ the use of third-party service-providers (each, our “Payment Processor”) for the purpose of facilitating payment and the completion of purchases of our Services. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

All purchases placed on or through the Website or other transactions for the sale of services or information through the Website, or resulting from visits made by you, are processed through our third-party payment service, Stripe. You may read more about Stripe’s service agreement and privacy policy by clicking on the appropriate link at: www.stripe.com.

All purchases of our Services are subject to our acceptance. We reserve the right at any time after receipt of your purchase to accept or decline your purchase for any or no reason and without liability to you or anyone else. We may require verification of information prior to the acceptance and/or fulfillment of any purchase of our Services.

Except as required by law or as otherwise stated by Moda, all Fees are non-refundable. Moda may, in its sole discretion, provide refunds or credits in specific circumstances.

AI Credits

At times, your User Account may be credited with “AI Credits,” which are non-monetary credits that may be used at times to allow you to use certain functionalities of our Services. Use of AI Credits are subject to the terms described on the Website. At no time may any amount of AI Credits be sold or exchanged for money. AI Credits have no monetary value, are non-transferable, and may expire as described on the Website. Moda may modify credit pricing, usage rates, or expiration policies at any time.

Disputes

If you dispute any charges on your account, you must let us know within thirty (30) days after the date that such charge is made, or within such longer period of time as may be required by applicable law. Disputes regarding Fees are subject to the section below in these Terms titled Binding Arbitration and Jurisdiction.

Changes to Fees

Moda may at any time change its prices, billing methods, and plans in its sole discretion. Your continued use of the Service after a price change constitutes your agreement to pay the changed amount. We will not change, however, Fees applicable to Services that you have already purchased or confirmed.

Taxes

As between you and Moda, you are solely responsible for all taxes imposed on payment of Fees. You shall make all payment of Fees to us free and clear of, and without reduction for, any withholding taxes.

Intellectual Property Rights

Moda Property

The Website and Services (and all past, present and future content and features of the Services and Website, including all software; hardware and technology used to provide the Services, including our proprietary code and third-party software; user interfaces; materials displayed or performed on the Services, such as text, graphics, articles, photographs, images, music, illustrations and the design, structure, sequence and “look and feel” of the Services; and all other intellectual property, including all trademarks, service marks, logos, or any other trade name, trademarks, service marks and other distinctive or proprietary brand features of Moda) (collectively, the “Moda Property”), are (i) owned by Moda, its licensors or other providers of such material, (ii) protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, (iii) are intended solely for the lawful use of our users, and (iv) may only be used in accordance with these Terms.

USING THE SERVICES DOES NOT GIVE YOU OWNERSHIP OF ANY INTELLECTUAL PROPERTY RIGHTS IN MODA PROPERTY. You may not remove, obscure, or alter any copyright or other legal notices displayed in or along with the Services.

Upon creating a User Account and payment of any applicable Fees, Moda grants to you a limited, revocable, non-exclusive, non-sublicensable, and nontransferable license to access and use the Moda Property solely for your personal or business purposes in compliance with these Terms. Specifically and without limiting the generality of the foregoing, you may not use the Moda Property in any way that violates the terms of acceptable use provided in these Terms.

Except for the express limited license granted herein, no right, title or interest in or to the Moda Property is transferred to you, and all rights not expressly granted are reserved by Moda.

Moda Trademarks

The Moda name and logo are trademarks and service marks of Moda (collectively, the “Moda Trademarks”). The service marks or trademarks of third parties may be used and displayed on the Website or through the Services. Nothing herein grants, by implication, estoppel, or otherwise, any license or right to use any Moda Trademarks without our prior written permission in each instance. All goodwill generated from use of the Moda Trademarks will inure to our exclusive benefit.

User Trademarks

As part of the Services, you may provide us access to or information about your trademarks or service marks (together, your “User Trademarks”) or your name, image, likeness, trademarks, and service marks (collectively, “User Likeness”). As between you and Moda, you shall retain ownership and interest in your User Trademarks. You grant to Moda a non-exclusive, revocable, worldwide, royalty-free license to use your User Trademarks and User Likeness solely for the purpose of operating, promoting, and/or marketing the Services.

User Content

To use certain features of the Services, you may upload or otherwise provide to Moda content (your “User Content”), including but not limited to video, images, graphics, data, text, software, code, messages, websites, information, logos, communication, posts, and other material.

You represent and warrant that you own all rights, title, and interest in and to your User Content or that you have otherwise secured all necessary rights in your User Content as necessary to permit the access, use, and distribution of such content as contemplated herein. As between you and Moda, you own all right, title, and interest in and to your User Content. You are responsible for all User Content and for ensuring the compliance of your User Content with these Terms.

You grant to Moda a non-exclusive, worldwide, royalty-free license to host, store, reproduce, display, modify, and otherwise use your User Content solely to operate, provide, maintain, support, and improve the Services and to enforce these Terms. This license is limited to the duration of your use of the Services, except to the extent your User Content has been shared with others or retained as required for legal, security, or backup purposes.

You acknowledge and agree that we may preserve User Content and disclose User Content to third parties if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, applicable laws, or government requests; to respond to claims from third parties that any content on the Services or Website violates the rights of a third party; to enforce these Terms; or to protect the rights, property, and safety of our users or the public. The processing and transmission of the Service and your User Content may involve transmissions over various networks. Except for the limited license granted above, Moda does not claim any ownership rights in your User Content.

Content Generated through the Services

Subject to these Terms, you may use the Services to generate new content, such as presentations, slides, and social media content (collectively, the “Generated Content”) that integrates your User Content with templates and other designs provided by Moda (the “Moda Templates”). As between you and Moda, you own all rights, title, and interest in and to Generated Content. Ownership does not extend to underlying models, templates, or third-party materials embedded in outputs except as expressly permitted. You grant to Moda a non-exclusive, worldwide, royalty-free license to use Generated Content solely to operate, provide, maintain, and improve the Services. To the extent that Moda Templates are incorporated into your Generated Content, we grant to you a worldwide, sublicensable, transferable, royalty-free license to use such Moda Templates as incorporated into your Generated Content solely for your personal and commercial purposes, subject to these Terms and the acceptable use provisions provided herein.

You acknowledge that content generated by the Services (“Generated Content”) is produced by automated systems and may not be unique, accurate, complete, or free from errors. Similar or identical content may be generated for other users.

You are solely responsible for evaluating, reviewing, and determining the suitability of any Generated Content for your intended use, including conducting any necessary legal or factual review and ensuring that your use complies with applicable laws and does not infringe, misappropriate, or otherwise violate any third-party rights.

Moda does not guarantee that Generated Content will be protectable by intellectual property rights or that it will not infringe the rights of third parties. You assume all risks associated with your use of Generated Content.

Usage Data

Moda may use usage data and, where permitted, User Content in aggregated or de-identified form to operate, maintain, and improve the Services, including to develop and improve machine learning models. You may opt out of the use of your User Content for training machine learning models as described in our Privacy Policy. For more information about how we use data, including your choices regarding model training, please see our Privacy Policy.

Feedback

Any questions, comments, suggestions, ideas, feedback, reviews, or other information that you may provide to us about the Services (collectively, “Feedback”) are non-confidential and property of Moda. We are entitled to unrestricted use of Feedback for any purpose, commercial or otherwise, without acknowledgement, attribution, or compensation to you.

Acceptable Use Requirements

You may use the Services only for lawful purposes and in accordance with these Terms. Specifically, and without limiting the generality of the foregoing, you may only use the Services in accordance with the following requirements:

• You may not use the Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws) or violate any applicable order, rule, or regulation applicable to you.

• You may not use the Services or create or upload any content through the Services in any way that infringes upon or violates the intellectual property, confidentiality, proprietary, or contractual rights of any other party.

• You may not use the Services in any way that violates the privacy of or poses a security risk to any other person.

• You will not use, store, copy, upload, display, post, reproduce, modify, translate, republish, distribute, broadcast, transmit, create derivative works from, display, license, sell or otherwise exploit any part of the Services or content on the Services in any form whatsoever other than as expressly permitted under these Terms.

• You will not use contact information received through the Services for phishing, spamming and other unsolicited communications or data collection.

• You will not use the Services in a manner intended to damage, disable, overburden or impair the Services or to disrupt or interfere with another's use of the Services.

• You will not attempt to hack or otherwise gain unauthorized access to the Services or user accounts.

• You will not affect the display of the Services through use of framing, pop-ups or third-party ads.

• You will not transmit malware, software viruses, Trojan horses, worms or any other malicious application to or through the Services.

• You will not threaten, dox, or otherwise harass other users or any officer, employee, agent, contractor, or affiliate of Moda.

• You will not post or use the Services to create any material that is unlawful, discriminatory, fraudulent, misleading, harassing, libelous, abusive, threatening, defamatory, vulgar, obscene, scandalous, inflammatory, pornographic, racist, harmful, or otherwise objectionable of any kind.

• You will not act in a manner that violates these Terms.

• You will notify us immediately of any content of the Services that violates these Terms.

• You must be respectful and considerate of other users and do your part to make Moda a safe, supportive community for all users.

• You may not access or use the Services in a manner that exceeds reasonable usage limits, circumvents technical restrictions, or is intended to avoid fees or usage controls. Moda may implement rate limits, usage caps, or other controls and may suspend or restrict access in response to excessive or abusive usage.

• You may not access the Services through automated means except as expressly permitted by Moda. Unauthorized scraping, extraction, or programmatic access is prohibited.

Abiding by these terms is your responsibility, and Moda has no obligation to screen or monitor your use of the Services. Nevertheless, Moda may at any time monitor user actions on the Website and enforce these Terms in our sole discretion.

For example, Moda has the right to: (i) screen, remove, or refuse to use any User Content; (ii) disable or suspend your User Account; (iii) take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for Moda; (iv) disclose your identity or other information about you as required by law or to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (v) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and (vi) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.

YOU WAIVE AND HOLD HARMLESS MODA AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SUCH PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

API and Integration Terms

Moda may make available application programming interfaces, software development kits, webhooks, or other integration tools (collectively, the "API") that allow you to access or interact with the Services programmatically. Your use of the API is subject to these Terms and any additional API documentation, rate limits, and usage policies published by Moda at https://docs.moda.app/api (the "API Documentation"), which are incorporated herein by reference.

API Access. Access to the API may require registration for API credentials (such as API keys or tokens). You are responsible for maintaining the confidentiality of your API credentials and for all activity that occurs under your credentials. You must not share, publish, or embed API credentials in client-side code or public repositories. You agree to notify Moda immediately if you become aware of any unauthorized use of your API credentials.

Permitted Use. You may use the API solely to build applications and integrations that interoperate with the Services in accordance with these Terms and the API Documentation. You may not use the API to: (a) access or collect data in violation of these Terms, applicable law, or any user's privacy; (b) circumvent or exceed usage limits, rate limits, or other technical restrictions imposed by Moda; (c) interfere with or disrupt the Services or the infrastructure used to provide the Services; (d) reverse engineer, decompile, or otherwise attempt to extract the source code or underlying algorithms of the Services; or (e) build a product or service that competes with the Services.

Rate Limits and Usage. Moda may impose rate limits, quotas, or other usage restrictions on your use of the API. These limits may be modified at any time. If you exceed applicable limits, Moda may throttle, suspend, or terminate your API access without prior notice.

Modifications and Deprecation. Moda may modify, deprecate, or discontinue the API or any part thereof at any time. Where practicable, Moda will use commercially reasonable efforts to provide advance notice of material changes or deprecation, but is not obligated to do so. You are solely responsible for ensuring that your integrations remain compatible with the current version of the API.

No SLA. Unless otherwise agreed in a separate written agreement, Moda does not guarantee any specific level of availability, uptime, or performance for the API. The API is provided on an "as is" basis, subject to the disclaimers set forth elsewhere in these Terms.

Termination of API Access. Moda may suspend or terminate your access to the API at any time, for any reason, including violation of these Terms or the API Documentation. Upon termination, you must immediately cease all use of the API and delete any cached data obtained through the API, except to the extent retention is required by applicable law.

Third Party Materials

The Services may link to independent third-party websites or social media widgets. Such hyperlinks are provided for your reference and convenience only. Moda is not liable for the availability or accuracy of such third-party sources, and you assume all risk in using them. When you link to them, these third-party sites or services may place cookies and other tracking technologies on your computer and may have different rules for using or sharing any personal information you submit to them. We encourage you to read their privacy policies before submitting your personal information.

When you access third-party websites or interact or communicate with third parties, including other users, through the Services, you do so at your own risk. Moda is not responsible for the actions, content, information, data, practices, policies or opinions of any third parties, including other users. You are solely responsible for your interactions with other users and any other parties with whom you interact through the Services. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline interaction with any other person.

If you have a dispute with one or more third parties, including other users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, including damages for loss of profits, goodwill, use, privacy or data. We reserve the right, but have no obligation, to become involved in any way with these disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor 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 settlement with the debtor.” And, if you are not a California resident, you waive any applicable state statutes of a similar effect.

In addition to the Services offered by Moda, the Website may also advertise, offer, or make available information, products and/or services provided by third parties (collectively, the “Third-Party Materials”). Third party products and/or services are governed by separate agreements or licenses with the third parties. Moda offers no guarantees and assumes no responsibility or liability of any type with respect to the Third-Party Materials, including any liability resulting from incompatibility between third party products and/or services and the products and/or services provided by Moda. You agree that you will not hold Moda responsible or liable with respect to the Third-Party Materials.

Open Source & Third-Party Software

Our Services may include open source software and other third-party components. Copyright notices and license terms for such components are available at https://moda.app/licenses (the “Licenses” page) and are incorporated by reference into these Terms.

Disclaimer

THE SERVICES AND ANY ASSOCIATED CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER MODA NOR ANY PERSON ASSOCIATED WITH MODA MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR ANY ASSOCIATED CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER MODA NOR ANYONE ASSOCIATED WITH MODA REPRESENTS OR WARRANTS THAT THE SERVICES OR ANY ASSOCIATED CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, UPDATED OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

ANY ADVICE OR INFORMATION PROVIDED THROUGH THE SERVICES IS NOT INTENDED TO CONSTITUTE LEGAL ADVICE, ACCOUNTING ADVICE, OR ANY OTHER PROFESSIONAL ADVICE. YOU SHOULD ALWAYS CONSULT WITH YOUR OWN ATTORNEY, ACCOUNTANT, OR OTHER APPLICABLE PROFESSIONAL BEFORE MAKING IMPORTANT PERSONAL OR PROFESSIONAL DECISIONS. YOUR RELIANCE ON ANY ADVICE OR INFORMATION PROVIDED THROUGH THE SERVICES OR WEBSITE IS SOLELY AT YOUR OWN RISK.

MODA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

AT TIMES, MODA MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH YOU MAY EXPERIMENT. SUCH BETA FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT OUR SOLE DISCRETION.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Beta features may be subject to additional limitations, may change without notice, and may never become generally available.

Automated Systems and AI Features

Certain features of the Services utilize automated systems and artificial intelligence to generate content, take actions, or provide recommendations. These features may produce inaccurate, incomplete, or unintended results. You are solely responsible for reviewing and approving any outputs or actions before relying on them. Moda does not guarantee the accuracy, completeness, or suitability of any AI-generated outputs or actions.

No Liability for Conduct of Other Users

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WEBSITE. YOU UNDERSTAND THAT MODA IS NOT OBLIGATED TO MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF OTHER USERS OF THE SERVICES, AND MODA MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. MODA MAKES NO WARRANTIES REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICES.

Disclaimer of Third-Party Conduct

YOU ACKNOWLEDGE AND AGREE THAT MODA SHALL NOT BE LIABLE FOR, AND YOU AGREE NOT TO SEEK TO HOLD MODA LIABLE FOR, THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

Limitation of Liability

YOUR USE OF THE SERVICES AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE, WEBSITE, AND ANY CONTENT ON THE SERVICES OR WEBSITE IS AT YOUR SOLE RISK AND DISCRETION. To the maximum extent permitted by law, Moda’s total liability arising out of or relating to these Terms or the Services will not exceed the greater of (a) the amount you paid to Moda in the 12 months preceding the claim or (b) $100. Moda, its affiliates, licensors and service providers, and our respective employees, contractors, officers, directors and agents shall not be liable for any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to personal injury, pain and suffering, emotional distress, or loss of revenue, profits, goodwill or data, whether caused by tort (including negligence), breach of contract or otherwise, even if we knew or should have known of the possibility of such damages, arising out of or in connection with (i) your use, or inability to use, the Services, any associated content, or any products and/or services delivered to you through the Service, (ii) any interaction with any third party through or in connection with the Services, (iii) any information offered or provided within or through the Services, or (iv) any other matter relating to the Services. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited only to the extent permitted by law.

Indemnification

You agree to defend, indemnify, and hold harmless Moda, its affiliates, licensors and service providers, and our respective employees, contractors, officers, directors and agents from and against all liabilities, claims, damages, judgment, awards, losses, costs, expenses, fines or fees (including attorney's fees and investigation costs), that arise from or relate to your use or misuse of the Services, including your use of any Generated Content as part of the Services, or violation of these Terms, a third party’s rights, or applicable law. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. The provisions of this section will survive termination of your User Account, this Agreement, and your access to the Services.

Modifications and Suspensions to Services

Moda may add, change, remove, limit, discontinue, or suspend features or functionalities of the Services at any time in its sole discretion. We may also modify the Fees at any time; any changes to Fees will become effective at the end of the then-current subscription period, if applicable. These Terms shall apply to any and all modified aspects of the Services.

Moda does not guarantee that the Services will be uninterrupted, secure, or error-free. The Services may be unavailable from time to time due to maintenance, upgrades, or factors outside of our control.

Limitation on Time to File Claims

Any cause of action or claim you may have arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

Term and Termination

These Terms will remain in effect until terminated by you or Moda. We reserve the right to terminate or change the Services or your access to the Services, without notice, at any time and for any reason, including your violation of these Terms or for business reasons. We also reserve the right to pursue any additional remedies available in law or equity.

Moda does not guarantee the continued availability of any content or data and may delete or remove content in accordance with these Terms. You are responsible for maintaining copies of your content where appropriate.

Where supported by the Services, you may be able to export certain content. Moda does not guarantee that all content will be exportable or retained for any specific period of time.

If your User Account is deactivated, cancelled, or terminated, your personal information will be handled in accordance with our Privacy Policy.

The disclaimer of warranties, limitation of liability, jurisdictional, limitation of time to file claims, indemnification and arbitration provisions, and your obligation to pay all outstanding amounts on your User Account survive any termination.

Governing Law

You agree that the laws of the State of New York and U.S. federal law govern these Terms, your use of the Services, and any claim or dispute that you may have against Moda, without regard to New York’s conflict of laws rules.

Consent to Moda Communications

By using the Services, you consent to receiving offers, updates, and other marketing or promotional communications from us. We may send these messages to the email address or other contact details that you provide to us. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we may send. If you wish to opt out of receiving marketing or promotional communications from us, you may unsubscribe by following the unsubscribe options contained in our communications to you.

Binding Arbitration and Jurisdiction

In the event you have a dispute with Moda, we encourage you to contact us immediately at [email protected] so we can work together toward a satisfactory resolution.

If we cannot come to a resolution, you agree that any claims, disputes, demands, counts, controversies, or causes of action between you and Moda arising out of or relating to these Terms, the Services, including the enforceability of these Terms or our Privacy Policy or information practices will be finally and exclusively resolved by binding arbitration on an individual basis only (except as stated below). The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding, unless Moda provides express prior written consent.

YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHT TO HAVE YOUR CLAIMS HEARD IN COURT BY A JUDGE OR JURY. AN ARBITRATION AWARD IS AS ENFORCEABLE AS A COURT ORDER AND IS SUBJECT TO ONLY LIMITED REVIEW BY A JUDGE. YOU ALSO UNDERSTAND AND AGREE THAT THIS ARBITRATION PROVISION PREVENTS YOU FROM PARTICIPATING AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Arbitration will be subject to the Federal Arbitration Act, and shall be commenced and conducted by the American Arbitration Association (“AAA”) under the Consumer Arbitration Rules then in effect. The arbitration shall be conducted by one arbitrator that is acceptable to both parties. You may find out more about AAA and how to file an arbitration claim at www.adr.org.

The arbitration shall be conducted through videoconferencing or at an agreed-to location reasonably between you and Moda. Each party will be responsible for paying any AAA filing, administrative, and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Except as otherwise provided in these Terms, you and Moda may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between you and Moda shall be exclusively brought in the state or federal courts of New York, New York.

Nothing herein prevents either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights.

You may opt out of this arbitration provision by providing written notice to [email protected] within 30 days of first accepting these Terms.

Procedure for Making Claims of Copyright Infringement

Moda responds to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act (17 U.S.C. §512). If you believe your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Moda to locate the material; (d) your address, telephone number, and e-mail address; (e) a written 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; and (f) 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 regarding the right that is allegedly infringed.

You should send any claims of copyright infringement to Moda’s Copyright Agent at:

Designated Agent: DMCA Agent

Organization: Nullframe, Inc.

Address: 169 Madison Ave, Ste 2054, New York, NY 10016, United States

Email: [email protected]

If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner, you may send a counter-notification to our Designated Agent containing the following information:

(a) your physical or electronic signature;

(b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;

(c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;

(d) your name, address, telephone number, and email address; and

(e) a statement that you consent to the jurisdiction of the federal court located within the United States and that you will accept service of process from the person who provided the original notification or an agent of such person.

If a valid counter-notification is received, Moda may restore the removed content in accordance with applicable law.

Changes to these Terms

We may modify, suspend, or discontinue these Terms at any time in our sole discretion, with or without prior notice. We will update the Effective Date at the top of these Terms accordingly. Your continued use of the Services after the Effective Date signifies your consent to the modified Terms. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. If the modified Terms are not acceptable to you, you should not access or use the Services after the Effective Date.

Force Majeure

Except for your obligation to pay fees on your User Account, neither you nor Moda will be deemed in breach of these Terms for any failure or delay in performance to the extent caused by reasons beyond our reasonable control, including, but not limited to, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, quarantine or other similar government action, mass disease, epidemic or pandemic, public health requirement, unavailability or interruption or delay in telecommunications or third-party services, or virus attacks or hackers.

Users Outside the United States; International Data Protection

The Services and Website are controlled and offered by Moda from its offices and facilities in the United States of America. If you are using or accessing the Services or Website from outside of the United States of America, you are responsible for doing so at your own risk, and you represent and warrant that your use of the Services and Website complies with laws applicable to your location and jurisdiction.

If you are located in the European Economic Area ("EEA"), United Kingdom ("UK"), or Switzerland, the following additional terms apply:

Legal Basis for Processing. We process your personal data only where we have a valid legal basis under applicable data protection law, including: (a) your consent; (b) performance of a contract with you; (c) compliance with a legal obligation; or (d) our legitimate interests, provided those interests are not overridden by your rights and freedoms.

International Data Transfers. Your personal data may be transferred to, stored, and processed in the United States or other countries that may not provide the same level of data protection as your jurisdiction. Where required by applicable law, we will implement appropriate safeguards for such transfers, including Standard Contractual Clauses approved by the European Commission or the UK Information Commissioner's Office, as applicable.

Your Data Subject Rights. Subject to applicable law, you may have the right to: (a) access your personal data; (b) rectify inaccurate personal data; (c) request erasure of your personal data; (d) restrict the processing of your personal data; (e) data portability; (f) object to processing of your personal data; and (g) withdraw consent at any time where processing is based on consent. To exercise these rights, contact us at [email protected]. We will respond to your request within the timeframes required by applicable law.

Data Processing Agreement. To the extent that Moda processes personal data on your behalf as a data processor (for example, in connection with Enterprise Customer accounts), Moda will enter into a Data Processing Agreement upon request, which shall be available at https://moda.app/dpa.

Data Retention. We retain personal data only for as long as necessary to fulfill the purposes for which it was collected, or as required by applicable law. For more information on our retention practices, see our Privacy Policy.

Supervisory Authority. If you are located in the EEA or UK, you have the right to lodge a complaint with your local data protection supervisory authority.

To the extent that any provision of these Terms conflicts with applicable data protection law in your jurisdiction, the applicable data protection law shall prevail with respect to such conflict.

Severability and Integration

These Terms and any supplemental terms, policies, rules and guidelines posted on the Services constitute the entire agreement between you and Moda. If any part of these Terms 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. The paragraph headings used herein are for convenience only and shall not be used to limit any portion of these Terms.

Miscellaneous

You may not assign these Terms without our prior written approval. We may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Moda’s business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

No joint venture, partnership, employment, or agency relationship exists between you and Moda as a result of these Terms or your use of the Services.

Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by an officer of Moda in writing.

Contact Information

All feedback, comments, requests for technical support and other communications relating to the Services should be directed to us at [email protected].