Terms of Service

Agreement to these terms

These Terms of Service (the “Terms”) are a legally binding agreement between you, whether personally or on behalf of an entity (“you”), and Moda AI Labs Inc., a Delaware corporation (“Moda,” “we,” “us,” or “our”), governing your access to and use of our websites, dashboard, APIs, SDKs, command-line tools, and related products and services (collectively, the “Services”). Moda provides an AI agent observability platform that helps teams understand and improve their production AI agents.

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use the Services.

If you access the Services under a separate written agreement with Moda — such as a master services agreement, subscription agreement, or order form (a “Customer Agreement”) — that Customer Agreement governs your use of the Services and, to the extent it conflicts with these Terms, the Customer Agreement controls. In the absence of a Customer Agreement, these Terms govern.

Eligibility and authority

The Services are intended for business use by organizations and their authorized personnel. You must be at least 18 years old to use the Services. By using the Services, you represent and warrant that you have the legal capacity to enter into these Terms and that, if you are using the Services on behalf of an entity, you have the authority to bind that entity to these Terms.

You are responsible for complying with all laws, rules, and regulations applicable to your use of the Services. You may not use the Services if doing so is prohibited in your jurisdiction or if you are barred from receiving them under applicable export control or sanctions laws.

Accounts and registration

To access certain features you must create an account or be granted access to a workspace. You agree to provide accurate, current, and complete information and to keep it up to date.

• You are responsible for safeguarding your account credentials and API keys, and for all activity that occurs under your account or workspace.
• You are responsible for configuring user permissions, managing workspace access, and promptly revoking access for users who should no longer have it.
• You must notify us promptly at legal@modaflows.com of any unauthorized use of your account or any other breach of security.

We may suspend or terminate accounts, or refuse access to the Services, where information provided is untrue, inaccurate, or incomplete, or where we reasonably believe these Terms have been violated.

Subscriptions, orders, and trials

Access to paid features is provided on a subscription basis as described in the applicable order form, plan selection, or Customer Agreement. Unless stated otherwise, subscriptions renew automatically for successive periods equal to the initial term until cancelled in accordance with these Terms or your Customer Agreement.

We may offer free trials, evaluation access, or beta features. Trial and beta features are provided “as is,” may be changed or discontinued at any time, and may be subject to additional terms. We make no warranties for trial or beta features and may impose usage limits on them.

Fees and payment

You agree to pay all fees for the Services in accordance with the pricing and payment terms in your order form, plan, or Customer Agreement. Unless otherwise specified, fees are quoted and payable in U.S. dollars and are exclusive of taxes, which you are responsible for paying.

• You authorize us, or our third-party payment processor, to charge your designated payment method for all fees as they become due, including on a recurring basis for renewing subscriptions until cancelled.
• You agree to keep your billing and payment information current, complete, and accurate.
• Except as required by law or expressly stated in your Customer Agreement, fees are non-refundable. We may change our prices prospectively, with such changes taking effect on your next renewal.

Customer Data and privacy

When you use the Services, your applications may send Moda conversation telemetry and related data from your AI agents (“Customer Data”). As between you and Moda, you retain all rights in your Customer Data. You grant Moda a limited, non-exclusive license to host, process, and use Customer Data solely to provide, secure, and improve the Services for you and as otherwise permitted by your Customer Agreement.

For Customer Data, you act as the controller and Moda acts as a processor; that relationship is governed by the Data Processing Addendum (“DPA”) referenced in your Customer Agreement. You are responsible for ensuring you have all necessary rights, consents, and notices to send Customer Data to Moda and for complying with applicable laws in doing so. You must not send us data you are not permitted to disclose.

Our handling of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference.

Acceptable use

You agree to use the Services only for lawful business purposes and in accordance with these Terms. You agree not to, and not to permit others to:

• Use the Services in violation of any applicable law, regulation, or third-party right, or for any illegal, infringing, or fraudulent purpose.
• Upload or transmit malware, or otherwise interfere with, disrupt, or place an undue burden on the Services or the networks and infrastructure connected to them.
• Probe, scan, or test the vulnerability of the Services, or circumvent, disable, or otherwise interfere with security-related or access-control features, except as part of a security testing program we have authorized in writing.
• Reverse engineer, decompile, or disassemble any part of the Services, or attempt to derive source code, except to the extent this restriction is prohibited by applicable law.
• Access the Services to build a competing product, or copy, resell, sublicense, or commercially exploit the Services without our written permission.
• Use automated means to scrape or harvest data from the Services except through documented APIs and within applicable rate limits.
• Misrepresent your identity or affiliation, or send us data containing content that is unlawful, harmful, or that you lack the rights to provide.

We reserve the right, but are not obligated, to monitor use of the Services for compliance with these Terms and to suspend or limit access to address violations or protect the integrity and security of the Services.

Intellectual property

The Services, including all software, content, designs, text, graphics, and the trademarks, service marks, and logos contained therein (the “Marks”), are owned by or licensed to Moda and are protected by intellectual property and other laws. Except for the rights expressly granted to you in these Terms or your Customer Agreement, Moda reserves all right, title, and interest in and to the Services.

Subject to your compliance with these Terms, Moda grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes during your subscription. You may not use the Marks without our prior written permission.

If you provide us with suggestions, ideas, or other feedback about the Services (“Feedback”), you grant Moda a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that Feedback into the Services without restriction or compensation to you.

Third-party services and materials

The Services may interoperate with or contain links to third-party websites, products, or services that we do not control. We are not responsible for the availability, accuracy, or practices of any third-party services, and your use of them is at your own risk and subject to their terms and policies. The inclusion of any link or integration does not imply our endorsement.

Confidentiality

Each party may have access to non-public information of the other party that is designated as confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will use the disclosing party’s Confidential Information only to perform under these Terms, will protect it using at least reasonable care, and will not disclose it except to personnel and advisors who need to know it and are bound by comparable obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was independently developed, or is required to be disclosed by law.

Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN A CUSTOMER AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, MODA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MODA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY RESULTS, INSIGHTS, OR OUTPUTS DERIVED FROM THE SERVICES WILL BE ACCURATE OR COMPLETE. YOU ARE RESPONSIBLE FOR EVALUATING THE SUITABILITY OF THE SERVICES FOR YOUR USE.

Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MODA OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, MODA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID MODA FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

Indemnification

You agree to defend, indemnify, and hold harmless Moda and its affiliates, officers, agents, and employees from and against any claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (1) your use of the Services; (2) your Customer Data or your violation of any rights in it; (3) your breach of these Terms; or (4) your violation of any applicable law or the rights of a third party. We will notify you of any such claim and may participate in its defense with counsel of our choosing.

Term and termination

These Terms apply while you access or use the Services. You may stop using the Services at any time, and you may cancel a subscription as described in your order form or Customer Agreement; cancellation takes effect at the end of the current paid term unless otherwise stated.

We may suspend or terminate your access to the Services, in whole or in part, with or without notice, if you breach these Terms, fail to pay fees when due, or if we reasonably believe your use poses a security, legal, or operational risk. Upon termination, your right to use the Services ends. Provisions that by their nature should survive — including intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, and dispute resolution — survive termination. Deletion and return of Customer Data following termination are handled as described in our Privacy Policy and the applicable DPA.

Governing law

These Terms are governed by the laws of the State of Delaware, U.S.A., without regard to its conflict-of-laws rules. Subject to the dispute resolution section below, the state and federal courts located in the State of Delaware will have exclusive jurisdiction over any dispute not subject to arbitration, and you consent to personal jurisdiction and venue there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Dispute resolution

Informal resolution. Before filing a claim, you agree to try to resolve the dispute informally by contacting us at legal@modaflows.com. If we cannot resolve a dispute within 30 days, either party may pursue the remedies below.

Binding arbitration. To the fullest extent permitted by law, any dispute arising out of or relating to these Terms or the Services that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, rather than in court, except that either party may seek injunctive or equitable relief in court to protect its intellectual property or Confidential Information. You understand that you are waiving the right to a jury trial.

Class action waiver. Disputes will be conducted only on an individual basis and not in a class, consolidated, or representative action. If this waiver is found unenforceable, the arbitration provision will not apply to that dispute, which will instead proceed in the courts identified above.

Changes to the Services and terms

We may modify, suspend, or discontinue any part of the Services at any time. We may also update these Terms from time to time. When we make material changes, we will revise the “Last updated” date above and, where appropriate, provide additional notice. Your continued use of the Services after an update takes effect means you accept the revised Terms. If you do not agree to the changes, you must stop using the Services.

Miscellaneous

These Terms, together with any Customer Agreement, order form, the Privacy Policy, and any DPA, constitute the entire agreement between you and Moda regarding the Services and supersede prior agreements on that subject. Our failure to enforce any provision is not a waiver. If any provision is found unenforceable, it will be limited or severed to the minimum extent necessary and the remaining provisions remain in effect. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays or failures caused by events beyond its reasonable control. Visiting the Services, sending us emails, and completing online forms constitute electronic communications, and you consent to receive communications from us electronically.

How to contact us

If you have questions about these Terms, contact us at legal@modaflows.com. You can also reach us through our contact page.