Terms of Use

These Terms of Use ("Terms") are a legal agreement between you and Code Particle, Inc., a California corporation with a business address of 10000 Washington Blvd, Fl. 6, Suite 7127, Culver City, CA 90232 ("Modly," "we," "us"), doing business as Modly. These Terms govern your access to and use of the Modly service, website, applications, browser extension, and any related APIs or integrations we make available (collectively, the "Service").

By creating an account, accessing, or using the Service, you agree to these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to both you personally and that organization.

Please read Section 17 (Dispute Resolution) carefully. It requires most disputes between you and Modly to be resolved by binding arbitration on an individual basis, and it limits your ability to bring claims in court or as part of a class. You may opt out of arbitration within 30 days of first accepting these Terms.

1. What Modly Does

Modly is an AI knowledge platform. You can connect third-party sources (for example: Slack, Jira, Confluence, GitHub, Google Drive, Salesforce, Bitbucket) and ask questions in plain language that Modly answers using content you have permission to access, with citations back to the source. You can access Modly through in-app chat, Slack, Telegram, Discord, a browser extension, or other channels we support (each, a "Channel").

Modly is not a search engine, a database of record, or a substitute for professional judgment. It is a tool that surfaces information you already have access to and generates responses based on that information and general-purpose AI models. Outputs are generated probabilistically and can be incorrect; you are responsible for reviewing outputs before relying on them.

2. Eligibility and Accounts

You must be at least 18 years old and legally able to enter binding contracts to use the Service. You must register for an account to use most features. You are responsible for providing accurate information, keeping your credentials confidential, and every action taken under your account.

If you sign up on behalf of an organization, an administrator ("Admin") controls its account, users, connected sources, permissions, and billing. Admins are responsible for the acts and omissions of every user in their organization.

3. Subscriptions, Fees, Cancellation, and Notices

Plans and fees. Access to paid features is by subscription. Some features may be available under a free trial for a limited period. Fees, billing periods, usage limits, and any free-trial length are disclosed at checkout and in your account. Subscriptions are billed on a usage or recurring basis depending on the plan you choose.

Affirmative consent to auto-renewal. By starting a subscription (including converting from a free trial to a paid plan), you expressly authorize Modly to automatically charge the payment method on file at the end of each billing period, at the then-current price, until you cancel. When you start or convert a subscription, we will send you a confirmation by email that includes the plan, the price, the billing period, the renewal terms, and instructions for canceling.

Free-trial reminders. If your subscription starts with a free trial or promotional pricing that automatically converts to a paid plan or standard pricing, we will send you an email reminder between three (3) and twenty-one (21) days before the conversion, telling you the amount you will be charged and how to cancel, in accordance with California Business and Professions Code Section 17602.

Renewal reminders for annual plans. For any subscription with an initial term of one year or longer that automatically renews, we will send you an email reminder between fifteen (15) and forty-five (45) days before the renewal date, in accordance with California Business and Professions Code Section 17602.

Cancellation. You can cancel at any time in your account settings. Cancellation is available online, in the same account settings where you started the subscription, with no requirement to call, chat, or otherwise contact us. Cancellation takes effect at the end of the then-current billing period. Fees already paid for the current period are non-refundable except where required by applicable law.

Fee changes. We will notify you by email of any material fee change to your subscription in accordance with applicable law and in a manner capable of being retained by you. Where no specific statutory notice period applies, we will provide such notice at least thirty (30) days before the change takes effect. If you do not agree to a fee change, you may cancel before the new fee takes effect and the change will not apply to you.

Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes (except taxes on Modly's income).

Third-party charges. If you connect your own third-party AI provider API key ("BYOK") or host your own model ("BYOM"), you are solely responsible for all charges from those third parties. Modly is not a party to and does not intermediate your commercial relationship with those third parties.

4. Your Content and Your License to Modly

Your rights. As between you and Modly, you retain whatever rights, title, and interest you have in the content that you or your organization provide to, or process through, the Service ("Customer Content"). Customer Content includes files you upload, prompts you submit, and outputs generated in response to your prompts. Modly claims no ownership of Customer Content.

Content retrieved from a connected source (for example, a document in a Slack workspace or a Google Drive folder) belongs to that source or its owner. Modly's rights to process that content are only what you and the source's owner have authorized. If Customer Content includes third-party material, you represent that you have obtained all rights, consents, and permissions needed to process that material through the Service.

The legal status of AI-generated outputs — including whether such outputs qualify for copyright or other intellectual property protection — remains unsettled. The allocation of rights in this Section is subject to any statutory or judicial determination on the protectability of AI-generated content.

Your license to Modly. You grant Modly a worldwide, royalty-free, non-exclusive license to access, host, cache, process, transmit, and display Customer Content solely for the purpose of providing, securing, and supporting the Service for you and your organization. This license is limited to what is technically required to operate the Service and ends when you delete the content or terminate your account.

No training on Customer Content — Modly's commitment. Modly's own systems — including its servers, data stores, employees, contractors, observability tools, logging pipelines, and internal support workflows — do not use Customer Content to train, fine-tune, or otherwise improve any AI model.

Third-party AI providers routed by Modly. For default AI models provided through the Service, Modly routes Customer Content only through AI providers whose published API terms disable training on customer inputs, and only via zero-retention or opt-out endpoints where offered by the provider. If a provider does not offer configuration consistent with this commitment, Modly does not route Customer Content through that provider for default use. The current list of default providers is published in our Privacy Policy and updated when we change providers.

Modly is responsible for its selection of default providers and for the routing configuration described above. Modly does not, however, warrant a third party's ongoing compliance with its own published terms, and is not responsible for a third party's actions on its own systems that violate those terms. If Modly becomes aware that a third-party provider has materially changed its terms, or is not complying with the commitments Modly relies on for default routing, Modly will remove that provider from default routing until the issue is resolved or a compliant alternative is in place.

BYOK and BYOM. If you configure a bring-your-own-key ("BYOK") or bring-your-own-model ("BYOM") integration, you select the third-party provider or self-hosted system, you agree to that provider's terms, and that provider handles your Customer Content according to your agreement with them. Modly is not a party to that relationship, does not intermediate it, and makes no representations about the third party's retention, training, or other practices. You are solely responsible for reviewing and complying with your chosen provider's terms.

Aggregated data. Modly may generate anonymized, aggregated statistics from your use of the Service (for example: how many queries were made across the platform, average response times) and use those aggregated statistics for analytics, product improvement, benchmarking, and marketing. Aggregated data does not include any Customer Content and cannot be used to identify you or your organization.

Feedback. If you submit ideas, suggestions, bug reports, or other feedback about the Service, you grant Modly a perpetual, irrevocable, worldwide, royalty-free license to use that feedback to improve the Service without any obligation to you.

5. Personal Data and Privacy

Modly's collection, use, and sharing of personal information is described in our Privacy Policy at modly.one/privacy-policy, which is incorporated into these Terms by reference. If you are using the Service on behalf of an organization that processes personal data of individuals in the EU/EEA, UK, California, or other jurisdictions with applicable data-protection regulation, you may request a Data Processing Agreement by contacting legal@modly.one. Modly's list of subprocessors is available in the Privacy Policy and updated from time to time; you may subscribe to notifications of changes by contacting the same address.

6. Access to Third-Party Sources

When you connect a third-party source (for example: Slack, Jira, GitHub), you authorize Modly to access, index, and retrieve content from that source using your credentials or the credentials of your organization. Modly retrieves and returns only content that the querying user is already permitted to see under the source's own permission model. You are responsible for maintaining valid credentials for connected sources and for complying with each source's own terms of service.

7. Acceptable Use

You agree not to, and not to enable others to:

• (a) use the Service to operate as a proxy, relay, or resale layer for AI or API access to third parties who are not authorized users of your account;
• (b) generate high-volume automated traffic unrelated to legitimate use of the Service;
• (c) circumvent, exceed, or evade any usage limits, rate limits, or third-party provider policies;
• (d) interfere with the performance, integrity, or availability of the Service, or attempt to gain unauthorized access to any part of it;
• (e) reverse engineer, decompile, disassemble, scrape, or attempt to derive the source code of the Service, except to the extent this restriction is prohibited by applicable law;
• (f) access another user's account or Customer Content without authorization;
• (g) use the Service for unlawful, harmful, deceptive, or abusive purposes, or to violate any third party's rights;
• (h) upload or generate content that infringes intellectual property, violates privacy, is defamatory, or is otherwise unlawful;
• (i) use the Service to generate content that violates the acceptable-use policy of any third-party AI provider whose model is routed through the Service (for example: OpenAI Usage Policies, Anthropic Acceptable Use Policy);
• (j) use the Service to build a competing product or service, benchmark against Modly for the purpose of building a competing offering, or replicate any feature, function, or user interface of the Service;
• (k) use the Service in any decision where an error could cause serious risk to life, health, safety, property, or human rights (for example: medical diagnosis, autonomous vehicle control, or legal or financial decisions made without human review);
• (l) use the Service in violation of applicable export-control laws or economic sanctions, or provide access to any person or entity on a US, EU, UK, or other applicable sanctions list.

You represent that you are not located in, and are not a resident, national, or government official of, any jurisdiction subject to comprehensive US sanctions.

8. Fair Use and Platform Protection

To protect the Service for all users, Modly may monitor usage patterns, apply reasonable throttling, adjust usage limits or pricing on notice as set out in Section 3, and suspend or terminate accounts engaged in abusive or harmful behavior. We will make reasonable efforts to notify you before taking action, except where prompt action is required to protect the Service, another user, or a third party.

9. Administrator and Organization Responsibility

Admins control the connected sources, prompts, configurations, and user access within their organization. If you are an Admin, you are responsible for what your organization does with the Service, including compliance with these Terms by every user, and for the lawful basis on which your organization processes personal data through the Service. Non-Admin users can use the Service within the scope their Admin permits and manage their own account settings.

10. Service Availability

We work to provide reliable access to the Service but do not guarantee that the Service will be uninterrupted, error-free, or available at any specific time. Some features depend on third-party platforms (for example: Slack, Telegram, Discord, third-party AI providers) that are subject to their own terms and availability. Downtime of, or changes to, any third-party platform is not a breach of these Terms by Modly.

11. Termination

By you. You may stop using the Service at any time by canceling your subscription and deleting your account as set out in Section 3.

By us. We may suspend or terminate your account:

• immediately if you materially breach these Terms in a way that cannot be cured, if required by law or legal process, or if your continued use poses a security risk to the Service or its users;
• with 10 days' notice and an opportunity to cure for other Terms violations;
• with 30 days' notice after any billing amount is past due.

Effect of termination. On termination, your right to use the Service ends immediately. For thirty (30) days after termination, you may export your Customer Content using tools we make available or, if standard export tools do not cover a specific need, by contacting legal@modly.one to arrange a reasonable alternative. Within sixty (60) days after termination, Modly will delete or anonymize Customer Content from active systems, except for content we are required to retain by law, that is stored in ordinary backups (which are then deleted or anonymized in the ordinary course), or that has been aggregated as permitted by these Terms.

Sections 4 (Your Content), 5 (Personal Data), 7 (Acceptable Use), 11 (Termination), 12 (Intellectual Property), 13 (Confidentiality), 14 (Warranty Disclaimer), 15 (Limitation of Liability), 16 (Indemnification), 17 (Dispute Resolution), and 19 (General) survive termination.

12. Intellectual Property

Modly and its licensors own all right, title, and interest in and to the Service, including all software, models, designs, trademarks, and documentation, and any improvements to them. Nothing in these Terms grants you any right in Modly's intellectual property other than the limited right to use the Service in accordance with these Terms.

13. Confidentiality

Definition. "Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with the Service that is either marked or identified as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Content is your Confidential Information. The Service's non-public technical details, roadmaps, security architecture, pricing, and business practices are Modly's Confidential Information.

Exclusions. Confidential Information does not include information that (a) is or becomes publicly available through no breach of these Terms, (b) was known to the Recipient without a confidentiality obligation before disclosure, (c) is independently developed by the Recipient without use of the Discloser's Confidential Information, or (d) is rightfully received from a third party without a confidentiality obligation.

Obligations. The Recipient will (a) use Confidential Information only to perform under these Terms, (b) protect Confidential Information with at least the same care it uses for its own confidential information, and in no case less than a reasonable standard of care, and (c) disclose Confidential Information only to employees, contractors, and advisors who have a need to know and are bound by written confidentiality obligations at least as protective as this Section.

Compelled disclosure. If the Recipient is required by law or legal process to disclose Confidential Information, it may do so, provided that (where legally permitted) it gives the Discloser prompt notice and reasonable cooperation so the Discloser may seek protective relief.

Duration. This Section survives termination for five (5) years, except that Customer Content and information constituting a trade secret are protected for as long as the information continues to qualify as such under applicable law.

Remedies. A breach of this Section may cause irreparable harm for which monetary damages are inadequate. Either party may seek injunctive or other equitable relief for a breach without the need to post a bond, in addition to any other available remedies.

14. Warranty Disclaimer

The Service is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or quiet enjoyment. Modly does not warrant that the Service will meet your requirements, that outputs generated by the Service will be accurate or complete, or that the Service will be uninterrupted, secure, or error-free.

To the maximum extent permitted by law, Modly disclaims all warranties. Nothing in these Terms excludes or limits any warranty or right that cannot be excluded or limited by applicable law. If you are a consumer in a jurisdiction that grants non-waivable statutory rights (for example, EU or UK consumer law), those rights apply and are not affected by this Section.

15. Limitation of Liability

Excluded damages (mutual). To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or in connection with these Terms or the Service, whether based on contract, tort (including negligence), strict liability, or any other legal theory, even if advised of the possibility of such damages.

Modly's aggregate cap. Modly's total aggregate liability arising out of or in connection with these Terms or the Service, in any 12-month period, will not exceed:

• (a) the amount you paid Modly for the Service in the 12 months preceding the event giving rise to the liability, if you are on a paid plan; or
• (b) US $100, if you are on a free trial, free tier, or have not paid Modly any fees.

Not subject to Modly's cap. The aggregate cap above does not apply to Modly's:

• (a) indemnification obligations under Section 16;
• (b) gross negligence or willful misconduct;
• (c) breach of its confidentiality obligations under Section 13; or
• (d) violations of data protection or privacy laws to the extent caused by Modly.

Your payment obligations. Your obligation to pay fees owed to Modly for use of the Service is not limited by this Section 15 or subject to Modly's cap.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages; in those jurisdictions, the exclusions and limits in Sections 14 (Warranty Disclaimer) and 15 (Limitation of Liability) apply only to the maximum extent permitted by applicable law.

16. Indemnification

By you. You will defend Modly and its affiliates, and their respective directors, officers, employees, and agents, from and against any third-party claim, and pay damages and costs finally awarded (including reasonable attorneys' fees), to the extent arising out of or relating to (a) your Customer Content, (b) your use of the Service in breach of these Terms, or (c) your violation of applicable law or third-party rights.

By Modly. Modly will defend you against any third-party claim that the Service, as provided by Modly and used in accordance with these Terms, infringes that third party's intellectual property rights, and pay damages and costs finally awarded (including reasonable attorneys' fees). Modly's obligation does not apply to the extent the claim arises from (a) Customer Content, (b) BYOK or BYOM configurations, (c) use of the Service in combination with anything not provided by Modly, or (d) use of the Service in breach of these Terms.

Process. The party seeking indemnification must promptly notify the other party, allow the other party to control the defense and settlement (provided the settlement does not admit fault or require action by the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

17. Dispute Resolution — Arbitration, Consumer Fairness, and Small Claims

Governing law. These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles.

Informal resolution first. Before starting a formal arbitration or court proceeding — other than an action for urgent injunctive or other equitable relief as described in this Section — you and Modly agree to try to resolve the dispute by notifying the other party in writing at legal@modly.one (for notice to Modly) or the address associated with your account (for notice to you). The parties will attempt in good faith to resolve the dispute within 60 days. Nothing in this informal-resolution step delays either party's right to seek urgent injunctive relief to protect its intellectual property, Confidential Information, or from an imminent breach of Section 13.

Small-claims exception. Either party may bring an individual action in small-claims court in Los Angeles County, California, or in the small-claims court where the consumer resides, for any claim that qualifies for small-claims jurisdiction.

Binding arbitration. Any other dispute, claim, or controversy between you and Modly arising out of or relating to these Terms or the Service will be resolved by binding, individual arbitration administered by JAMS under its Streamlined Arbitration Rules, and — for any claim brought by a consumer — subject to the JAMS Consumer Minimum Standards. Judgment on the award may be entered in any court of competent jurisdiction.

Consumer arbitration protections. For any claim brought by a consumer, and consistent with the JAMS Consumer Minimum Standards:

• (a) Modly will pay all arbitration filing, administrative, and arbitrator fees other than a filing fee equal to the amount the consumer would pay to file in state small-claims court for a claim of similar value;
• (b) the arbitration will be conducted at the consumer's election, either remotely, in Los Angeles County, or at a location reasonably convenient to the consumer, with Modly bearing the reasonable travel costs of an in-person hearing not held in Los Angeles County;
• (c) the consumer retains the right to seek statutory damages, attorneys' fees, and injunctive relief as provided by applicable law; nothing in this Section limits any statutory remedy that cannot be waived; and
• (d) the arbitrator will follow applicable law.

Class waiver. You and Modly each agree that any dispute will be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding, and that the arbitrator has no authority to consolidate claims or preside over any form of representative or class proceeding. If this class waiver is found to be unenforceable, the remainder of Section 17 is void as to the affected claim, which will then proceed in a court of competent jurisdiction in Los Angeles County, California.

Injunctive relief in court. Nothing in this Section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, Confidential Information, or from a breach of Section 13 (Confidentiality).

Opt-out. You may opt out of this arbitration agreement within 30 days of first accepting these Terms by sending written notice to legal@modly.one with the subject line "Arbitration Opt-Out" and identifying your account. Opting out does not affect any other provision of these Terms.

18. Changes to These Terms

We may update these Terms from time to time. If a change is material — including changes to fees, use of your data, limitation of liability, or your rights — we will provide at least 30 days' notice before the change takes effect by both an in-app notice and an email to the address associated with your account (or, for organizational accounts, to the primary Admin). Non-material changes take effect on posting. Your continued use of the Service after a change takes effect constitutes acceptance of the updated Terms; if you do not agree, your remedy is to stop using the Service and cancel your account before the effective date.

19. General

Entire agreement. These Terms, together with the Privacy Policy referenced in Section 5, any order form, plan description, DPA, or other written agreement between you and Modly, are the entire agreement between the parties and supersede any prior agreements on the same subject.

Severability. If any provision of these Terms is held unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.

No waiver. Modly's failure to enforce any right or provision is not a waiver of that right or provision.

Assignment. You may not assign these Terms without Modly's prior written consent. Modly may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, on written notice to you. Any attempted assignment in violation of this Section is void.

Force majeure. Neither party is liable for delay or failure in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, epidemics, labor disputes, third-party network or provider outages, or acts of hackers.

Notices. Notices to Modly must be sent to legal@modly.one and to Code Particle, Inc., 10000 Washington Blvd, Fl. 6, Suite 7127, Culver City, CA 90232, Attention: Legal. Notices to you may be sent to the email address associated with your account or delivered in the Service; you are responsible for keeping your contact information current.

Contact for service of process. Registered agent for service of process on Code Particle, Inc. is VCorp Publications, 25 Robert Pitt Dr, Ste 204, Monsey, NY 10952.

Relationship. The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.

Headings. Section headings are for convenience and do not affect interpretation.

Contact. For questions about these Terms, contact us at legal@modly.one.