Replaces Modern.ai SaaS Terms and Conditions v1.3.
These Modern.ai SaaS Terms and Conditions (the "SaaS T&Cs") are entered into by and between Modern AI LLC, a Florida limited liability company, with offices located at 263 N.E. 61st Street, Miami, FL 33137 ("Modern.ai"), and the customer that accepts them or is specified in the applicable Order ("Customer"). These SaaS T&Cs set forth the terms and conditions pursuant to which Modern.ai will provide the Services to Customer, and are incorporated into every Order. Modern.ai and Customer are referred to herein individually as a "Party" and, collectively, as the "Parties". This version number and effective date are printed in the document itself so that every acceptance can be tied to the exact text accepted.
1. Definitions
Capitalized terms have the meanings set forth in this Section 1, or in the section where they are first used.
1.1 "Acceptance" or "Accept" means agreeing to these SaaS T&Cs or to an Order by any method set forth in Section 2.1.
1.2 "Access Credentials" means any username, identification number, password, API key, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify a User's identity and authorization to access and use the Subscription Services.
1.3 "Affiliate" means any entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with a Party. For purposes of this definition, "control" means direct or indirect ownership or control, through any applicable means, of more than 50% of the voting interests of the subject entity.
1.4 "Agent" means an automated capability of the Platform that interprets instructions and performs actions, including actions that read, write, send, publish, purchase, file, or delete.
1.5 "Agent Action" means any action an Agent takes on behalf of Customer, including through a Connected Account, a Device, or a Third-Party Service.
1.6 "Agreement" means, collectively, these SaaS T&Cs, each Order, any SOW, and the DPA, together with any policies and documents incorporated in any of the foregoing by reference.
1.7 "Approval Gate" means a control in the Platform that requires a person to approve an Agent Action before it is taken.
1.8 "Connected Account" means any account, credential, device, or service that Customer or a User authorizes the Platform to use.
1.9 "Credits" means units of Platform usage included in a subscription to the Subscription Services, as specified in the Order.
1.10 "Customer Data" means all information, data, and other content, in any form or medium, that is submitted, posted, connected, or otherwise transmitted by or on behalf of Customer or Users through or in connection with the Subscription Services, including content an Agent reads from a Connected Account on Customer's behalf. Customer Data does not include Usage Data.
1.11 "Customer Systems" means the information technology infrastructure used by Customer and its Users to access and use the Subscription Services, including all computers, software, hardware, and networks, whether operated directly by Customer or through the use of third-party services.
1.12 "Data Privacy Laws" means all federal, state, municipal, and foreign data protection and privacy laws and regulations applicable to the Processing of Personal Data under the Agreement, including, where applicable, (a) the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020; (b) the Colorado Privacy Act; (c) the Virginia Consumer Data Protection Act; (d) the Connecticut Act Concerning Personal Data Privacy and Online Monitoring; (e) the Utah Consumer Privacy Act; (f) any other U.S. state privacy laws that are in effect or take effect during the Term; (g) where applicable, the EU General Data Protection Regulation and the UK General Data Protection Regulation; and (h) in each of the foregoing, all implementing regulations thereto, as each is updated, amended, or replaced from time to time.
1.13 "Device" means a computer, phone, or other device on which Customer or a User installs or runs any part of the Platform.
1.14 Intentionally omitted.
1.15 "DPA" means Modern.ai's Data Processing Addendum published at https://modern.ai/legal/dpa, as updated in accordance with Section 15.12.
1.16 "Intellectual Property Rights" means any and all rights in, arising out of, or associated with any of the following in any jurisdiction throughout the world: (a) patents; (b) trademarks; (c) copyrights; (d) moral rights; (e) internet domain names and social media account or user names; (f) software; (g) rights of publicity; (h) rights of privacy; (i) trade secrets and database rights; and (j) all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any of the foregoing, and all similar or equivalent rights or forms of protection, in any part of the world.
1.17 "Law" means any applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
1.18 "Model Provider" means a third party that supplies an artificial intelligence model used by the Platform.
1.19 "Modern.ai Materials" means the Platform, Modern.ai Systems, and Modern.ai Technology, and any and all other information, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions that are provided or used by Modern.ai in connection with the Services or that otherwise comprise or relate to the Services or the Modern.ai Systems. Modern.ai Materials do not include Customer Data or Output.
1.20 "Modern.ai Systems" means the information technology infrastructure used by or on behalf of Modern.ai in providing the Subscription Services and performing the Support Services, including all computers, software, hardware, and networks, whether operated directly by Modern.ai or on its behalf through third-party service providers.
1.21 "Modern.ai Technology" has the meaning set forth in Section 9.3.
1.22 "Order" means an order for the Services that Customer Accepts, whether as an in-product checkout, an accepted proposal, a signed order form, a purchase order issued by Modern.ai, or a Statement of Work, which specifies the applicable Services, Fees, Subscription Term, Credits, and other terms applicable to the Services purchased by Customer.
1.23 "Output" means the content, data, information, files, messages, code, designs, reports, and other results that the Subscription Services or an Agent generate for Customer from Customer Data or from Customer's or a User's instructions.
1.24 "Personal Data" means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household, or as such term is otherwise defined in applicable Data Privacy Laws, including definitions of "personal information". Personal Data is limited to the Personal Data that the Parties Process in connection with the Agreement.
1.25 "Platform" means Modern.ai's software as a service platform, including Modern Computer, the agent runtime, Agents and Agent Actions, connectors, application programming and model context protocol interfaces, code execution and browser capabilities, any desktop or mobile application, and any related hosting provided by Modern.ai.
1.26 "Process", "Processing", or "Processed" means any operation or set of operations which is performed upon data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.
1.27 "Professional Services" means implementation, integration, configuration, residency, agency, or other professional services which Modern.ai agrees to provide to Customer as described in an Order or SOW. Professional Services exclude the Subscription Services and Support Services.
1.28 "Sensitive Personal Information" means (a) an individual's social security, driver's license, state identification card, or passport number; (b) an individual's financial account, debit card, or credit card number in combination with any required security or access code, password, or credentials allowing access to an account; (c) an individual's precise geolocation; (d) an individual's racial or ethnic origin, religious or philosophical beliefs, or union membership; (e) an individual's genetic data; (f) biometric information processed for the purpose of uniquely identifying an individual; and (g) personal information collected and analyzed concerning an individual's health, sex life, or sexual orientation.
1.29 "Services" means, collectively, the Subscription Services, Support Services, and Professional Services. The Services do not include any Third-Party Services.
1.30 "SLA" means a Support and Service Level Addendum attached to an Order.
1.31 "Statement of Work" or "SOW" means a document Accepted by both Parties that describes Professional Services to be provided by Modern.ai to Customer.
1.32 "Subscription Services" means Modern.ai's provision of the Platform to Customer on a subscription basis. The Subscription Services do not include Professional Services or Support Services.
1.33 "Subscription Term" means the period of time specified in the Order during which the Subscription Services are made available to Customer and its Users, including each Renewal Subscription Term.
1.34 "Support Services" means the support services provided by Modern.ai for the Subscription Services as described in the Order or the SLA.
1.35 "Third-Party Services" means any third-party products, services, models, platforms, or accounts that interface with the Subscription Services and are not operated by Modern.ai, including Model Providers, model context protocol servers, and email, calendar, document, advertising, social media, commerce, and payment platforms.
1.36 "Unattended Mode" means any configuration of the Platform in which Agent Actions can be taken without a person present to review them.
1.37 "Usage Data" has the meaning set forth in Section 9.6.
1.38 "User" means an individual who is authorized by Customer to use or access the Subscription Services.
2. Acceptance and Orders
2.1 Acceptance. Customer Accepts these SaaS T&Cs and an Order by (a) clicking or ticking a control stating that Customer accepts them; (b) accepting a proposal sent to Customer through the Services; (c) signing an order form or SOW, including electronically; or (d) paying for an Order that references these SaaS T&Cs. Each Party agrees that electronic Acceptance constitutes its signature, and that the Agreement may be formed, executed, and recorded electronically.
2.2 Authority. The individual who Accepts on behalf of Customer represents that such individual is authorized to bind Customer. Where an Agent or other software Accepts terms on Customer's behalf, such Acceptance binds Customer as if Customer had Accepted directly, provided that Customer configured the Agent with authority to do so.
2.3 Acceptance Records. Where Customer Accepts through a proposal or checkout in the Services, Modern.ai records the version of the terms presented, the identity of the person or account Accepting, and the time of Acceptance. Such record constitutes evidence of Customer's Acceptance. Modern.ai will provide Customer a copy of such record on request.
2.4 Customer Affiliates. Customer may permit its Affiliates and their employees and contractors working for the benefit of Customer or such Affiliates to serve as Users, provided Customer remains responsible for such persons' compliance with the Agreement. Alternatively, Customer Affiliates may purchase Services by Accepting an Order that references the Agreement, and in each such case, all references in the Agreement to Customer will be deemed to refer to such Customer Affiliate for purposes of such Order, and such Affiliate will be responsible for its compliance with the Agreement.
2.5 Order of Precedence. In the event of a conflict, the following order of precedence applies: (a) an Order or SOW signed by both Parties, solely with respect to that Order or SOW and solely where it expressly states that it overrides these SaaS T&Cs; (b) the DPA, with respect to the Processing of Personal Data; and (c) these SaaS T&Cs. A Model Provider's terms control the use of that Model Provider's model to the extent required by Section 3.11.
2.6 Business Use. The Services are offered only to businesses and other organizations. The individual who Accepts these SaaS T&Cs confirms that Customer is acquiring the Services for business purposes and not as a consumer.
3. Services
3.1 Subscription Services. During the Subscription Term and subject to Customer's payment of the Fees and compliance with the Agreement, Modern.ai will make the Subscription Services available to Customer and Users as specified in the Order.
3.2 Hosting and Infrastructure. Unless the Order states that Customer is provided dedicated infrastructure, the Subscription Services may be provided on infrastructure shared with other customers of Modern.ai. Modern.ai maintains the access controls and security measures set forth in Section 7.3. Modern.ai makes no representation regarding the isolation of shared infrastructure beyond what is stated in Section 7.3 and the Order.
3.3 Service Levels and Support Services. Modern.ai will provide the Support Services described in the Order. Where the Order expressly includes and incorporates an SLA, Modern.ai will use commercially reasonable efforts to (a) make the Subscription Services available in accordance with the service levels set forth in the SLA, and (b) provide the Support Services as set forth in the SLA.
3.4 Professional Services. Modern.ai will provide Professional Services as specified in the applicable Order or SOW.
3.5 Descriptions of the Services. Marketing materials, feature lists, roadmaps, and capability descriptions describe the Services generally and are not commitments. Modern.ai's commitments regarding the Services are set forth in the Agreement.
3.6 Preview Features. Features designated as preview, beta, early access, or similar are provided "as is", may be changed or withdrawn at any time, and are excluded from any SLA and from the warranty set forth in Section 11.1.
3.7 Changes. Modern.ai reserves the right, in its sole discretion, to update and make changes to the Modern.ai Materials and Subscription Services that it deems necessary or useful, provided that such changes will not materially degrade the core functionality of the Subscription Services during the then-current Subscription Term. Modern.ai will give Customer at least thirty (30) days' notice before withdrawing a capability on which Customer relies, unless a shorter period is required by Law, for security reasons, or because a third-party provider withdraws the capability.
3.8 Restrictions. Customer and Users will not, at any time, directly or indirectly, and will not instruct any Agent to:
(a) access or use the Modern.ai Materials, except as expressly permitted by the Agreement;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain access to the source code, or underlying ideas, algorithms, structure, or organization of the Subscription Services or any component thereof, except to the extent such restriction is prohibited by Law;
(c) copy, modify, adapt, translate, or create derivative works based on any of the Modern.ai Materials, or copy any feature, design, or interface of the Platform;
(d) sell, license, sublicense, lease, rent, lend, distribute, or otherwise make available the Subscription Services for the benefit of any third party, including in connection with any time-sharing or service bureau arrangement, except as the Order expressly permits;
(e) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Subscription Services, or circumvent any access control, confinement, or Approval Gate in the Platform;
(f) remove or obscure any proprietary or attribution notice from the Modern.ai Materials;
(g) access or use the Modern.ai Materials for competitive analysis or to develop, provide, or use a competing service or product;
(h) make automated decisions producing legal or similarly significant effects on an individual in the areas of finance, credit, employment, housing, insurance, education, healthcare, legal matters, or access to essential services, without meaningful human review;
(i) practice any licensed profession without the required license;
(j) impersonate any person, or misrepresent the source or authorship of any content;
(k) access any account, system, or data that Customer is not authorized to access, or circumvent any rate limit, paywall, access control, or the terms of any Third-Party Service;
(l) conduct surveillance or tracking of individuals, or Process special categories of Personal Data, without a lawful basis;
(m) distribute malware, conduct denial-of-service or other attacks, or attempt to manipulate any artificial intelligence system through injected instructions;
(n) generate or distribute deceptive, defamatory, harassing, or unlawful content, or unsolicited bulk communications;
(o) generate any child sexual abuse material or any content that sexualizes minors;
(p) use the Subscription Services in violation of any Model Provider terms applicable under Section 3.11; or
(q) access or use the Subscription Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable Law.
The prohibitions on bots, crawlers, and other automated access in Modern.ai's website terms of use do not apply to access made through the Platform under the Agreement.
3.9 Subcontractors and Subprocessors. Modern.ai may subcontract the performance of its obligations under the Agreement. Modern.ai will provide to Customer, on written request to legal@modern.ai, a list of its subprocessors that Process Customer Data, including the Model Providers it uses, and will provide at least fourteen (14) days' notice by email before adding a new subprocessor that Processes Customer Data. The subprocessor list is Modern.ai's Confidential Information. If Customer reasonably objects to a new subprocessor on data protection grounds and Modern.ai cannot reasonably address the objection, Customer may terminate the affected Order by notice and will be entitled to a pro-rata refund of prepaid Fees for the remainder of the Subscription Term. Modern.ai shall be responsible for the acts and omissions of each subcontractor and subprocessor to the same extent as if such acts or omissions were those of Modern.ai.
3.10 Third-Party Services. Customer's use of any Third-Party Service is governed by the terms established between Customer and the provider of such Third-Party Service. Modern.ai is not responsible for any Third-Party Service, and Customer's use of any Third-Party Service is at Customer's own risk.
3.11 Model Terms. Certain models are made available under terms that require their use restrictions to be passed on to Customer. Customer agrees to comply with the use restrictions of any such model that Customer uses through the Platform. Modern.ai will identify such models, and provide their use restrictions, on Customer's written request. Model and Model Provider names describe origin only and do not imply endorsement.
3.12 Suspension of Subscription Services. Modern.ai may suspend any Agent, Connected Account, Access Credential, or Customer's (including Users') access to the Subscription Services, in whole or in part, if Modern.ai reasonably determines that: (a) Customer's use poses a threat or security risk to the Modern.ai Materials, to Modern.ai, or to any other customer or vendor of Modern.ai; (b) continued operation creates a credible risk of harm to a third party; (c) Customer, any User, or any Agent acting for Customer is using the Subscription Services for fraudulent or illegal activities or in breach of Section 3.8; or (d) an undisputed amount is overdue as set forth in Section 8.7. Modern.ai will limit any suspension to what is reasonably necessary, notify Customer as soon as reasonably practicable (and in advance where practicable), and restore access once the cause of the suspension is resolved. Suspension does not relieve Customer of its obligation to pay Fees.
4. Agents and Agent Actions
4.1 Customer Direction. Customer directs the Agents. Customer is responsible for configuring the authority, approvals, budgets, and limits under which Agents operate, including the Connected Accounts that Agents may use.
4.2 Attribution of Agent Actions. An Agent Action taken within the configuration set by Customer, including an Agent Action that Customer approved or configured to be taken without approval, and any Agent Action resulting from Model Behavior under Section 4.9, is the act of Customer and is attributed to Customer. Modern.ai is not Customer's agent, attorney-in-fact, or fiduciary, and does not determine whether any Agent Action is lawful, accurate, or commercially sound.
4.3 Unattended Mode. Unattended Mode is disabled unless Customer enables it. If Customer enables Unattended Mode, Customer acknowledges that Agent Actions may be taken without a person reviewing them.
4.4 Approval Gates. Any Agent Action that would (a) spend money or create a financial commitment, (b) publish or send any content outside Customer's organization, including any filing with a government body, (c) delete or overwrite data, or (d) change access controls, requires an Approval Gate. Customer cannot disable these Approval Gates. Customer may adjust other Agent permissions in the Platform within the limits Modern.ai sets.
4.5 Spending. An Agent may commit spend only within the budget and limits set by Customer. The record of the limit in effect at the time, as read back from the Platform, constitutes the record of the spend authorized. Modern.ai is not a payment processor, bank, or money transmitter. Customer is responsible for spend resulting from any limit that Customer set.
4.6 Access Credentials. Customer is responsible for the Access Credentials and Connected Accounts that it or its Users provide, for keeping them secure and rotating them, and for all charges incurred and Agent Actions taken with them. Customer will notify Modern.ai promptly if it believes any Access Credential has been compromised.
4.7 Code Execution and Browser Capabilities. Code execution and browser capabilities operate subject to the Approval Gates in Section 4.4 and the security measures in Section 7.3. On shared infrastructure, code execution is not technically isolated from other parts of the Platform. Modern.ai may change the permissions and confinement of these capabilities at any time for security reasons.
4.8 Communications Sent by Agents. Where an Agent publishes or sends a communication on Customer's behalf, Customer is responsible for such communication as if Customer had written it. Unless Customer and the recipient have agreed otherwise in writing, Customer will not present Agent-generated content as independent human authorship where doing so would mislead the recipient. Communications that an Agent sends to recipients outside Customer's organization are Customer's communications. Customer is responsible for any disclosure, required by Law or by the recipient, that a communication was generated or sent using an automated system.
4.9 Model Behavior. Customer acknowledges that the Platform relies on models supplied by Model Providers and on third-party open-source models that Modern.ai runs on its own infrastructure, none of which Modern.ai owns or trains; that such models are probabilistic; and that they may produce inaccurate, unexpected, or unintended results, including Output that is false and Agent Actions that depart from Customer's instructions or configuration (collectively, "Model Behavior"). As between the Parties, Customer bears all risk of Model Behavior, and any Agent Action resulting from Model Behavior is attributed to Customer under Section 4.2, except to the extent a loss is caused by Modern.ai's breach of the Agreement, including Modern.ai's failure to apply an Approval Gate, budget, or limit as configured by Customer.
5. Responsibilities
5.1 Customer Responsibilities. Customer is responsible and liable for: (a) all access to and use of the Subscription Services and Modern.ai Materials under Customer's account and Access Credentials, including by or through the Customer Systems; (b) the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data and of the instructions Customer and its Users give to the Subscription Services; (c) using commercially reasonable efforts to prevent unauthorized access to, or use of, the Modern.ai Materials and Subscription Services, and notifying Modern.ai promptly of any such unauthorized access or use; and (d) complying with all Laws applicable to the Agreement and to Customer's use of the Services, including Data Privacy Laws.
5.2 Customer Responsibilities for Users. Customer shall be responsible for the actions of Users in accessing and using the Services. Customer shall ensure that Users comply with the Agreement, including Section 3.8, and with all applicable Laws. Customer will be in breach of the Agreement if any User fails to comply with the Agreement, and Customer will be liable to Modern.ai for any losses incurred as a result of the actions of its Users.
5.3 Customer Systems. Customer's right to use Customer Systems is governed by the terms and conditions established by each Customer Systems provider with Customer directly.
6. Customer Warranties
6.1 Warranties. Customer represents, warrants, and covenants to Modern.ai that:
(a) Customer is authorized to provide the Customer Data to Modern.ai, including through the Subscription Services, and to have it Processed as described in the Agreement, and has obtained all consents, notices, authorizations, and permissions required by Law or by any Third-Party Service;
(b) Customer has authority over each Connected Account it connects to the Platform, and Customer's instructions to the Subscription Services will not breach the terms of any Third-Party Service;
(c) Customer's use of the Services will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any third party, or violate any applicable Law, including Data Privacy Laws, consumer protection Laws, and marketing Laws;
(d) Customer's use of the Services will not cause Customer to violate any agreement with a third party, or Customer's own privacy policies or privacy notices; and
(e) where Customer, or any Agent acting on Customer's behalf, contacts any individual, Customer has a lawful basis and any consent required for such contact, will honor opt-out requests, and will comply with applicable Laws governing email, text message, and telemarketing communications.
6.2 Sensitive Personal Information. Customer will not upload or otherwise make available to the Subscription Services any Sensitive Personal Information, except as expressly permitted by the Order or the DPA. This Section 6.2 does not prohibit Customer from connecting email, messages, calendars, or documents that Customer is lawfully entitled to access, so that Agents may perform the Agent Actions that Customer requests. With respect to such content, Customer will comply with applicable Data Privacy Laws and the DPA.
6.3 Use of Output. Customer acknowledges and agrees that Output may be inaccurate, incomplete, or out of date, including Output relating to Customer's own data, and that Output does not constitute legal, tax, accounting, medical, or financial advice. Customer is solely responsible for evaluating Output for accuracy and appropriateness, including by utilizing human review, before relying on it and before it reaches a customer, a payment, an accounting record, or a government filing. Where Customer provides Output to others who will rely on it, Customer will inform them that it was generated using artificial intelligence and may contain errors.
7. Personal Data and Security
7.1 Personal Data. If Customer's use of the Subscription Services involves Processing Personal Data, the DPA applies and forms part of the Agreement. As between the Parties, Customer is the controller (or business) and Modern.ai is the processor (or service provider) of such Personal Data, including Personal Data that an Agent reads from a Third-Party Service on Customer's instructions.
7.2 Use of Customer Data. Modern.ai will use Customer Data solely to (a) provide, secure, and support the Services for Customer; (b) prevent abuse and comply with Law; and (c) as Customer otherwise instructs. Modern.ai will not use Customer Data or Output to train, retrain, or fine-tune any artificial intelligence model made available to any person other than Customer, unless Customer opts in in writing.
7.3 Security. Modern.ai will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, as described in the DPA, including encryption of Customer Data in transit and, by Modern.ai's hosting provider, at rest. Where the Subscription Services are provided on shared infrastructure under Section 3.2, Customer Data is not physically or logically isolated from the data of other customers of Modern.ai, and Modern.ai's personnel, systems, and the automated Agents that operate the Platform may have technical access to it. Any such access is subject to Modern.ai's access controls and to Section 10, and Modern.ai will not use Customer Data except as permitted by Section 7.2. Modern.ai will notify Customer without undue delay, and in any event within forty-eight (48) hours, after becoming aware of a security incident affecting Customer Data.
7.4 Activity Records. The Platform records Agent conversations, tool calls, and Agent Actions taken under Customer's account and, where Customer uses the feature, transcripts of calls and meetings. Modern.ai does not store call or meeting audio. Modern.ai retains such records for the Term unless Customer deletes them or the Order provides otherwise, and deletes them as set forth in Section 14.6. Modern.ai makes such records available to administrators designated by Customer. Customer is responsible for giving any notice and obtaining any consent that Law requires before a call or meeting is transcribed, including the consent of every participant in the call or meeting where Law requires it.
7.5 Device Data. If Customer or a User installs a desktop application or permits the Platform to use a Device, the Platform may access the screen, files, clipboard, browser sessions, and Connected Accounts made available to it. Models that run locally on a Device Process inputs on that Device unless Customer enables a capability that transmits them elsewhere.
7.6 Model Provider Retention. Modern.ai routes requests to Model Providers using settings designed to limit retention and to prevent training on Customer's content, where the Model Provider offers such settings. Model Providers are third parties whose retention practices are governed by their own terms. Modern.ai does not warrant that any Model Provider will not retain any content.
8. Fees
8.1 Fees. Customer will pay Modern.ai the fees specified in each Order ("Fees"). All payments will be made in U.S. dollars.
8.2 Invoicing and Payment. Customer pays the Fees for each Order, and for each Renewal Subscription Term, either through the payment page of Modern.ai's payment processor or by invoice. Modern.ai does not store Customer's card details. Where Customer pays by invoice, all Fees are invoiced in advance and are due net thirty (30) days from the invoice date, unless otherwise specified in the Order.
8.3 Recurring Subscriptions. Subscriptions renew as set forth in Section 14.2. Before Customer pays, the Order will state the price, the billing period, whether the subscription renews, and how to cancel. Modern.ai will not charge Customer for a renewal without an invoice or a payment Customer completes.
8.4 Credits. Credits are included in a subscription as specified in the Order. Unless otherwise specified in the Order: (a) included Credits are available during the billing period in which they are issued and do not roll over; (b) Credits have no cash value and are not transferable; and (c) when Credits are exhausted, Modern.ai may pause usage that requires Credits until the next billing period begins.
8.5 Refunds. All Fees are non-cancelable and non-refundable, except as expressly set forth in the Agreement or as required by Law.
8.6 Price Changes. Modern.ai may change the Fees for any Renewal Subscription Term by providing Customer at least thirty (30) days' notice before the renewal ("Price Increase"). If Customer does not agree to a Price Increase, Customer may cancel before the Price Increase takes effect.
8.7 Failure to Pay. If Customer fails to pay any undisputed amount within fifteen (15) days after notice of non-payment, Modern.ai may: (a) suspend Customer's access to the Subscription Services pending payment; and (b) charge a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by Law, whichever is lower.
8.8 Fees for Third-Party Services. Customer is responsible for all fees and charges applicable to Third-Party Services, including advertising spend.
8.9 Taxes. The Fees do not include, and Customer is solely responsible for, all sales, use, excise, value added, customs, or other taxes or governmental assessments of any kind relating to Customer's purchases hereunder ("Taxes"), except for any taxes based on Modern.ai's income.
8.10 Intentionally omitted.
8.11 Free Trial. Where Modern.ai offers a free trial, the trial lasts for fourteen (14) days. No Fees are charged during the trial, and no paid subscription begins unless Customer chooses to purchase one. Modern.ai may end or change a trial at any time. During a trial, the Subscription Services are provided "as is", Section 11.1 does not apply, and Sections 11.3 and 13 apply.
9. Proprietary Rights
9.1 Customer Data. As between Modern.ai and Customer, Customer owns all right, title, and interest, including all Intellectual Property Rights, in and to the Customer Data.
9.2 Output. As between Modern.ai and Customer, Customer owns all right, title, and interest, including all Intellectual Property Rights, in and to the Output. To the extent Modern.ai holds any rights in Output, Modern.ai hereby assigns such rights to Customer upon creation. Customer may use, reproduce, modify, publish, distribute, and commercially exploit Output for any lawful purpose. This Section 9.2 does not grant Customer any rights in Modern.ai Technology that appears in or is used to produce Output, which is governed by Section 9.4.
9.3 Modern.ai Technology. Modern.ai owns all right, title, and interest, including all Intellectual Property Rights, in and to the Modern.ai Materials and all technology developed on or for the Platform, whether developed before or during the Term and whether or not developed in the course of providing the Services to Customer (collectively, "Modern.ai Technology"). Modern.ai Technology includes software, agents, agent configurations and skills, prompts, workflows, automations, templates, connectors, integrations, tools, application programming interfaces, user interfaces, methods, know-how, and all improvements, modifications, enhancements, and derivative works of any of the foregoing, including those developed from Feedback or in performing Professional Services or Support Services. Modern.ai Technology does not include Customer Data or Output. Except for the limited rights and licenses expressly granted under these SaaS T&Cs, nothing in the Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Modern.ai Technology.
9.4 License to Customer. During the Subscription Term, Modern.ai grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Subscription Services in accordance with the Agreement. To the extent any Modern.ai Technology is incorporated in Output delivered to Customer, Modern.ai grants Customer a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use such Modern.ai Technology solely as part of that Output.
9.5 License to Modern.ai. Customer grants Modern.ai a non-exclusive, worldwide, royalty-free license, during the Term and the export period set forth in Section 14.6, to host, copy, Process, transmit, and display Customer Data and Output solely as necessary to provide the Services to Customer and as permitted by Section 7.2. This license does not permit Modern.ai to use Customer Data or Output to train any model for any person other than Customer.
9.6 Usage Data. Modern.ai and the Subscription Services collect technical and usage information relating to the operation of the Subscription Services, such as performance metrics, error logs, and feature usage ("Usage Data"). Usage Data does not include the content of Customer Data or Output. Modern.ai may use Usage Data to operate, secure, and improve the Services, and may use and disclose Usage Data in aggregated or de-identified form that does not identify Customer, any User, or any individual.
9.7 Feedback. Customer may (but is not obligated to) provide suggestions, comments, or other feedback to Modern.ai with respect to the Modern.ai Materials or Services ("Feedback"). Customer grants Modern.ai a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose, provided that Modern.ai does not identify Customer or disclose Customer's Confidential Information.
9.8 Advertisement Rights. Customer grants Modern.ai a non-exclusive, worldwide, royalty-free license to use Customer's name, logo, and trademarks to identify Customer as a customer of Modern.ai in Modern.ai's marketing materials. Modern.ai will comply with any reasonable trademark usage guidelines provided by Customer. Customer may withdraw this license at any time by notice to Modern.ai, and Modern.ai will cease new uses within thirty (30) days.
10. Confidentiality
10.1 Confidential Information. In connection with the Services provided hereunder, each Party (as the "Disclosing Party") may disclose or make available Confidential Information to the other Party (as the "Receiving Party"). "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party designates as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure, including proprietary technology, trade secrets, business and marketing plans, pricing, business processes, and technical and security information. Customer Data is the Confidential Information of Customer. The Modern.ai Materials and Modern.ai's security information are the Confidential Information of Modern.ai.
10.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
10.3 Obligations of Confidentiality. The Receiving Party will: (a) not use the Disclosing Party's Confidential Information other than as necessary to exercise its rights or perform its obligations under the Agreement; (b) except as permitted by Section 10.4, not disclose or permit access to Confidential Information other than to its personnel, subprocessors, auditors, accountants, attorneys, or advisors who need to know it and are subject to confidentiality obligations at least as protective as this Section 10; and (c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its own similarly sensitive information, and in no event less than a reasonable standard of care.
10.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party pursuant to any order, subpoena, regulation, or process of law, provided that the Receiving Party gives prior written notice to the Disclosing Party (to the extent legally permitted) so that the Disclosing Party may seek a protective order or other remedy, and cooperates with the Disclosing Party in obtaining such protection. The Receiving Party will continue to protect as confidential all information disclosed pursuant to this Section 10.4.
10.5 Survival. The obligations set forth in this Section 10 survive the expiration or termination of the Agreement: (a) for Confidential Information that constitutes a trade secret, for so long as it remains a trade secret under applicable Law; (b) for Customer Data, for so long as Modern.ai holds it; and (c) for all other Confidential Information, for three (3) years after the expiration or termination of the Agreement.
11. Warranties and Disclaimer
11.1 Modern.ai Warranty. Modern.ai warrants that the Subscription Services will perform materially as described in these SaaS T&Cs and the Order during the Subscription Term. If the Subscription Services do not so perform and Customer notifies Modern.ai within thirty (30) days, Modern.ai will use commercially reasonable efforts to correct the nonconformity. If Modern.ai is unable to do so within a reasonable time, either Party may terminate the affected Order, and Modern.ai will refund the prepaid Fees for the remainder of the Subscription Term. This Section 11.1 sets forth Customer's sole remedy for breach of this warranty.
11.2 Mutual Warranty. Each Party represents and warrants that it has the authority to enter into the Agreement.
11.3 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE MODERN.AI MATERIALS, SUBSCRIPTION SERVICES, OUTPUT, AND AGENT ACTIONS ARE PROVIDED "AS IS", AND MODERN.AI HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MODERN.AI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. MODERN.AI MAKES NO WARRANTY THAT THE SUBSCRIPTION SERVICES WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE, THAT ANY OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT ANY AGENT ACTION WILL ACHIEVE ANY INTENDED RESULT. MODERN.AI STRICTLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ANY THIRD-PARTY SERVICES AND MODEL PROVIDERS.
12. Indemnification
12.1 Indemnification by Modern.ai. Modern.ai will defend Customer against any claim, suit, action, or proceeding by a third party ("Action") alleging that the software code of the Platform, as provided by Modern.ai and used in accordance with the Agreement, infringes or misappropriates such third party's United States copyright or trade secret, and will pay the damages and costs finally awarded or agreed in settlement ("Losses"). Modern.ai has no obligation under this Section 12.1 for any Action arising from: (a) Customer Data; (b) Output; (c) Third-Party Services or the models of Model Providers; (d) Model Behavior; (e) the combination of the Subscription Services with anything not provided by Modern.ai; (f) any modification of the Subscription Services not made by Modern.ai; or (g) Customer's breach of the Agreement. If the Subscription Services are or may be found to infringe, Modern.ai may, at its option, obtain the right for Customer to continue using them, modify them to be non-infringing, or terminate the affected Order and refund the prepaid Fees for the remainder of the Subscription Term.
12.2 Indemnification by Customer. Customer will defend Modern.ai, Modern.ai's Affiliates, and their respective officers, directors, employees, and agents against any Action by a third party (including any Third-Party Service, any recipient of a communication sent by an Agent, and any individual whose Personal Data is Processed) arising out of or relating to Customer's or any User's access to or use of the Services, including: (a) Customer Data; (b) Agent Actions, whether taken within Customer's configuration or resulting from Model Behavior; (c) Customer's or any third party's use of or reliance on Output; (d) Customer's instructions to the Subscription Services; and (e) Customer's breach of the Agreement, including Section 3.8 or Section 6, and will pay the resulting Losses, including reasonable attorneys' fees. Customer has no obligation under this Section 12.2 to the extent an Action is caused by Modern.ai's breach of the Agreement or falls within Section 12.1.
12.3 Procedure. The Party seeking defense will notify the other Party promptly of the Action, grant the defending Party sole control of the defense and settlement of the Action, and provide reasonable cooperation at the defending Party's expense. The defending Party will not agree to any settlement that imposes any obligation or admission on the other Party without the other Party's prior written consent.
13. Limitations of Liability
13.1 EXCLUSION OF DAMAGES. EXCEPT FOR THE EXCLUDED CLAIMS SET FORTH IN SECTION 13.3, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR DAMAGES BASED ON LOST PROFITS, REVENUES, GOODWILL, OR DATA, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THE AGREEMENT.
13.2 LIMITATION OF LIABILITY. EXCEPT FOR THE EXCLUDED CLAIMS SET FORTH IN SECTION 13.3 AND THE ENHANCED CLAIMS SET FORTH IN SECTION 13.4, IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE TOTAL OF THE FEES PAID AND PAYABLE TO MODERN.AI UNDER THE AGREEMENT IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE ACTION.
13.3 EXCLUDED CLAIMS. SECTIONS 13.1 AND 13.2 WILL NOT APPLY TO: (A) EITHER PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; (B) CUSTOMER'S OBLIGATION TO PAY FEES; (C) CUSTOMER'S BREACH OF SECTION 3.8; OR (D) CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.2.
13.4 ENHANCED CLAIMS. EACH PARTY'S AGGREGATE LIABILITY FOR (A) IN THE CASE OF MODERN.AI, ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.1, (B) ITS BREACH OF SECTION 10, AND (C) ITS BREACH OF SECTION 7 OR THE DPA, WILL NOT EXCEED THE GREATER OF TWO (2) TIMES THE AMOUNT SET FORTH IN SECTION 13.2 AND TWENTY-FIVE THOUSAND U.S. DOLLARS (US$25,000). SECTION 13.1 WILL NOT APPLY TO SUCH ENHANCED CLAIMS.
13.5 AGENT ACTIONS AND MODEL BEHAVIOR. MODERN.AI WILL NOT BE LIABLE FOR ANY LOSS RESULTING FROM (A) AN AGENT ACTION TAKEN WITHIN THE AUTHORITY, APPROVALS, AND LIMITS CONFIGURED BY CUSTOMER, OR (B) MODEL BEHAVIOR, EXCEPT TO THE EXTENT SUCH LOSS RESULTS FROM MODERN.AI'S BREACH OF THE AGREEMENT.
13.6 APPLICATION. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 13.3, 13.4, AND 13.5, THE LIMITATIONS IN THIS SECTION 13 APPLY EQUALLY TO EACH PARTY. THEY APPLY REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, WHETHER OR NOT A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE ACTION IS BASED.
14. Term and Termination
14.1 Term. The Agreement will commence upon Customer's first Acceptance of these SaaS T&Cs and continue in effect for as long as any Order is in effect (the "Term").
14.2 Renewal of Subscription Terms. Except as otherwise specified in the Order, each Subscription Term will automatically renew for an additional term equal to its billing period (each, a "Renewal Subscription Term") until cancelled in accordance with Section 14.3. Except as expressly provided in the Order, discounts, promotions, and special pricing will not apply to any Renewal Subscription Term.
14.3 Cancellation. Customer may cancel a subscription at any time through the account settings in the Platform or by email to support@modern.ai. Cancelling online is no more difficult than signing up. Cancellation takes effect at the end of the then-current paid billing period, and Customer retains access until that time. Modern.ai will confirm each cancellation in writing within one (1) business day.
14.4 Termination for Cause. Either Party may terminate an Order or the Agreement by written notice to the other Party if the other Party materially breaches the Agreement and such breach either: (a) cannot be cured; or (b) being capable of cure, remains uncured thirty (30) days after the breaching Party receives written notice thereof. Either Party may terminate the Agreement by written notice if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of bankruptcy proceedings that are not dismissed within sixty (60) days. If Customer terminates an Order pursuant to this Section 14.4, Customer will be entitled to a pro-rata refund of the prepaid Fees for the remainder of the Subscription Term. Termination by Modern.ai pursuant to this Section 14.4 does not relieve Customer of the obligation to pay any Fees due and owing to Modern.ai.
14.5 Effect of Termination. Upon the termination or expiration of an Order or the Agreement for any reason: (a) Customer will cease all use of and access to the affected Subscription Services and Modern.ai Materials; and (b) each Party will pay all undisputed amounts due and payable to the other Party up to the date of termination.
14.6 Export and Deletion. For thirty (30) days after termination or expiration, Customer may request an export of its Customer Data and Output by email to support@modern.ai, and Modern.ai will provide the export in a commonly used format. Following that period, Modern.ai will delete Customer Data from its active systems within thirty (30) days and from its backups within ninety (90) days, except where Law requires its retention, and will confirm such deletion in writing on request.
14.7 Surviving Provisions. The provisions of these SaaS T&Cs that, by their nature and content, should survive the termination or expiration of the Agreement will so survive, including Sections 3.8, 6, 7, 8 (with respect to amounts owed), 9, 10, 11.3, 12, 13, 14.5, 14.6, 14.7, and 15.
15. General Terms
15.1 Force Majeure. Neither Party will be liable for any failure or delay in the performance of its obligations on account of events beyond its reasonable control, which may include failure of a third-party hosting provider, utility provider, or Model Provider, strikes (provided that such strike does not involve the employees of the Party failing to perform), shortages, riots, fires, acts of God, war, terrorism, and governmental action. This Section 15.1 does not excuse Customer's obligation to pay Fees.
15.2 Relationship of the Parties. The Parties are independent contractors. Nothing in the Agreement will be construed to create an agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Neither Party has any authority to bind the other Party to any contract or obligation with any third party. The attribution of Agent Actions to Customer under Section 4.2 does not make Modern.ai Customer's agent.
15.3 Notices. Ordinary day-to-day operational communications may be conducted by email or in the Platform. All other notices, consents, claims, demands, waivers, and other communications required under the Agreement (each, a "Notice") shall be in writing and addressed to the Parties at the addresses set forth in the Order (or such other address as the receiving Party may designate in accordance with this Section 15.3). Notices to Modern.ai shall be addressed to Modern AI LLC, 263 N.E. 61st Street, Miami, FL 33137, Attn: Legal, with a copy by email to legal@modern.ai. Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (return receipt requested, postage prepaid). A Notice is effective upon receipt.
15.4 Waiver. No waiver by either Party of any provision of the Agreement will be effective unless explicitly set forth in writing and signed by the Party so waiving.
15.5 Severability. If any provision of the Agreement is held by a court or arbitrator of competent jurisdiction to be contrary to Law, the provision will be modified and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by Law, and the remaining provisions of the Agreement will remain in full force and effect.
15.6 Assignment. Neither Party may assign, delegate, or otherwise transfer the Agreement or any of its rights or obligations under the Agreement without the prior written consent of the other Party, except that either Party may assign the Agreement without consent, upon notice to the other Party, to an Affiliate or to a successor in connection with a merger, consolidation, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities relating to the Agreement. Any attempted assignment in contravention of this Section 15.6 will be null and void. The Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.
15.7 Governing Law; Dispute Resolution. The Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of law provisions. Any dispute arising under or relating to the Agreement shall be resolved by binding arbitration in Miami-Dade County, Florida, conducted under the Commercial Arbitration Rules of the American Arbitration Association before a single arbitrator, except that either Party may seek injunctive or other equitable relief in the US District Court for the Southern District of Florida or, if such court lacks subject matter jurisdiction, the courts of the State of Florida sitting in Miami-Dade County, to protect its Intellectual Property Rights or Confidential Information. All arbitration proceedings shall be confidential. Judgment upon the award rendered by the arbitrator may be entered in any court with proper jurisdiction.
15.8 Export Control and Sanctions. Each Party will comply with applicable export control and sanctions Laws. Customer will not use the Services in, or provide access to the Services to, any embargoed country or sanctioned person.
15.9 No Third-Party Beneficiaries. The Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature under or by reason of the Agreement.
15.10 Equitable Relief. Each Party acknowledges that a breach or threatened breach of Section 10, or in the case of Customer, Section 3.8, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy, and agrees that the other Party will be entitled to equitable relief, including a restraining order, an injunction, and specific performance, without any requirement to post a bond or other security or to prove actual damages. Such remedies are not exclusive and are in addition to all other remedies available at law or in equity.
15.11 Entire Agreement. The Agreement contains the entire agreement of the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings and communications, written or oral, with respect to such subject matter. Terms contained in any purchase order or other document issued by Customer will not apply unless expressly accepted by Modern.ai in writing.
15.12 Modification and Amendments. Modern.ai may update these SaaS T&Cs by publishing a new version with a new version number and effective date. Modern.ai will provide at least thirty (30) days' Notice of any material change, by email or in the Platform. A new version applies to Customer from the beginning of Customer's next Renewal Subscription Term following its effective date, or earlier if Customer Accepts it. No change applies to any Agent Action taken or any Fees incurred before the change takes effect. Each published version will remain available at its own address.
15.13 Electronic Communications. Customer consents to receive the Agreement, Notices, and other communications electronically.
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Modern.ai SaaS Terms and Conditions · Version 2.5 · Effective 1 November 2026