Modwrx LLC — Terms of Service

Last Updated: [DATE]

1. Definitions

“Order Form” means any proposal, quote, order form, statement of work, or online sign-up flow that references this Agreement and identifies the Services purchased, the fees, and the initial term.

“Services” means the artificial-intelligence software services identified on an Order Form, together with any related software, websites, portals, and support Modwrx provides.

“Customer Data” means data, contact lists, inventory feeds, scripts, and other content that Customer or its end users provide to or through the Services.

“Laws” means all applicable federal, state, and local laws, rules, and regulations, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM, state mini-TCPA statutes, 10DLC registration requirements, and state and federal wiretap and call-recording laws.

2. Services and Order Forms

2.1 Services. Modwrx will provide the Services identified on each Order Form. Product-specific terms for each Service are set out in Section 18.

2.2 Order Forms. Each Order Form is subject to and governed by this Agreement. In the event of a conflict, the Order Form controls over this Agreement with respect to the Services it covers, except that no Order Form may modify Sections 6, 11, 12, 13, 14, or 15 unless it is signed by both parties and expressly references the section being modified.

2.3 Additional Services. The parties may add Services by executing additional Order Forms, which will automatically be governed by this Agreement.

3. Fees and Payment

3.1 Fees. Customer will pay the fees set forth in each Order Form (“Fees”). Unless otherwise stated, Fees are in U.S. dollars and are exclusive of taxes.

3.2 Invoicing. Modwrx will invoice Customer as specified in the applicable Order Form. Payment is due within thirty (30) days of the invoice date.

3.3 Late Payments. Past-due amounts accrue interest at 1.5% per month or the highest rate permitted by law, whichever is lower. Modwrx may suspend Services for any amounts more than fifteen (15) days past due.

3.4 Taxes. Customer is responsible for all applicable taxes other than taxes based on Modwrx’s net income.

3.5 Fee Changes. Modwrx may adjust recurring Fees on at least forty-five (45) days’ prior written notice to Customer. Fee changes take effect on the next billing cycle following the notice period. Pass-through charges from third-party carriers, model providers, or other vendors may change at any time to reflect the underlying third-party pricing.

4. Term and Termination

4.1 Term. This Agreement begins on the date Customer first accepts it (by clicking, signing an Order Form, or using the Services) and remains in effect until terminated by either party. Customer may terminate this Agreement or any Order Form at any time by giving Modwrx at least thirty (30) days’ written notice. Termination will be effective at the end of the calendar month following the month in which Modwrx receives the notice.

Example: If Customer provides written notice on March 10, this Agreement terminates on April 30. If notice is provided on March 31, this Agreement also terminates on April 30.

4.2 Termination for Cause. Either party may terminate this Agreement or an Order Form if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach.

4.3 Suspension. Modwrx may suspend Customer’s access to the Services if (a) any Fees are more than fifteen (15) days past due; (b) Modwrx reasonably believes Customer is violating Section 5 (Customer Responsibilities); or (c) suspension is necessary to prevent harm or liability to Modwrx, other customers, or third parties, or to preserve the security, stability, availability, or integrity of the Services. Modwrx will restore access once the underlying condition is resolved.

4.4 Effect of Termination. Upon termination, Customer will pay all Fees accrued through the effective termination date. Except in the event of termination for Customer’s uncured material breach, Customer will not owe Fees for periods after the effective termination date. Sections 5 through 15, and Sections 16.2, 16.3, 16.5, 16.6, 16.8, and 16.9, survive termination as applicable.

5. Customer Responsibilities

5.1 Customer is responsible for: (a) the accuracy and legality of all Customer Data; (b) obtaining and maintaining all consents required to send communications to prospects, customers, or other recipients, including consents required under the TCPA, CAN-SPAM, state mini-TCPA statutes, 10DLC registration requirements, Do Not Call rules, and applicable wiretap or call-recording laws; (c) compliance with all Laws applicable to its business and its use of the Services; and (d) providing timely cooperation, approvals, and information reasonably needed for Modwrx to perform.

5.2 Customer will not use the Services to transmit unlawful, harassing, defamatory, or infringing content, or to contact individuals who have opted out. Customer will designate marketing messages as such within the platform when required by applicable Law or carrier policy.

6. AI-Specific Disclosures

6.1 Nature of AI Output. The Services use generative and/or conversational AI. AI output may be inaccurate, incomplete, or unexpected. Customer is responsible for reviewing AI output before relying on it and for any final decisions made using the Services.

6.2 No Professional Advice. AI output is not legal, financial, medical, or other professional advice.

6.3 Training Data. Modwrx will not use Customer Data or end-user conversation content to train publicly available foundation models. Modwrx may use aggregated, de-identified operational data to improve and maintain the Services.

6.4 Disclosure to End Users. Customer will, where required by law or platform policy, disclose to its prospects and callers that they are interacting with an AI system and/or that calls or messages may be recorded.

6.5 No Legal or Compliance Advice. Modwrx is not a law firm and does not provide legal, regulatory, or compliance advice regarding data privacy, telecommunications, marketing, consumer protection, or any other subject. Any information Modwrx or the Services provide about applicable Laws or compliance obligations is informational only and is not a substitute for advice from Customer’s own counsel. Use of the Services does not guarantee compliance with any Law, and Customer is solely responsible for its own legal and regulatory compliance.

7. Data, Privacy, and Security

7.1 Ownership of Customer Data. As between the parties, Customer owns all Customer Data. Customer grants Modwrx a non-exclusive license to use Customer Data solely to provide, support, and improve the Services.

7.2 Security. Modwrx will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data.

7.3 Privacy Laws. Each party will comply with privacy and data-protection laws applicable to it. If Modwrx processes personal information of California residents or other regulated data on Customer’s behalf, the parties will execute a data processing addendum on request.

8. Intellectual Property

8.1 Modwrx IP. Modwrx owns and retains all rights in the Services, including the underlying software, models, prompts, workflows, and any improvements or derivatives. Subject to this Agreement, Modwrx grants Customer a non-exclusive, non-transferable right to access and use the Services during the term.

8.2 Feedback. Customer grants Modwrx a perpetual, royalty-free license to use any suggestions or feedback provided by Customer.

8.3 Restrictions. Customer will not (a) reverse engineer, decompile, or copy the Services; (b) resell or sublicense the Services without Modwrx’s written consent; or (c) use the Services to build a competing product.

9. Beta and Free-Access Services

9.1 Beta Services. From time to time, Modwrx may make new features, integrations, or entire Services available on a pre-release, beta, evaluation, trial, or no-charge basis (each, a “Beta Service”). Modwrx will identify a Service as a Beta Service at the time of offering or by written notice.

9.2 “As-Is” Basis. Beta Services are provided “AS IS” and “AS AVAILABLE.” Modwrx may change, suspend, or discontinue any Beta Service at any time. Beta Services are excluded from any service level, availability, uptime, support, or indemnity commitments in this Agreement.

9.3 Liability Cap for Beta Services. Notwithstanding anything else in this Agreement, Modwrx’s total aggregate liability arising out of or related to any Beta Service will not exceed one hundred U.S. dollars ($100.00).

9.4 Customer Discretion. Customer’s use of any Beta Service is voluntary. Customer is responsible for evaluating a Beta Service’s fitness for Customer’s business before relying on it in production.

10. Third-Party Products and Providers

10.1 Third-Party Services. The Services rely on and interoperate with products, models, APIs, telephony carriers, messaging platforms, email delivery services, CRMs, analytics providers, and other services provided by third parties (collectively, “Third-Party Services”), including large-language-model providers, SMS/10DLC carriers, VoIP carriers, and hosting providers. The specific Third-Party Services used may change over time.

10.2 No Warranty. Third-Party Services are the responsibility of the applicable third party. Modwrx does not warrant, endorse, or assume liability for any Third-Party Service, its availability, its pricing, its terms of service, or its handling of Customer Data. Customer’s use of a Third-Party Service may require Customer to accept that third party’s terms directly.

10.3 Changes to Third-Party Services. If a Third-Party Service becomes unavailable or materially changes its terms, pricing, or functionality, Modwrx may modify, suspend, or replace the affected features of the Services without liability. Modwrx will use commercially reasonable efforts to notify Customer and, where practical, offer a substitute of comparable functionality.

10.4 Pass-Through Charges. Fees charged by third parties (including carrier fees, per-message fees, per-minute fees, 10DLC registration fees, model-usage fees, and similar charges) may be billed to Customer at cost or as stated in the applicable Order Form.

11. Warranties and Disclaimers

11.1 Mutual. Each party represents that it has the authority to enter into this Agreement.

11.2 Modwrx Warranty. Modwrx will perform the Services in a professional and workmanlike manner.

11.3 Disclaimer. Except as expressly stated in this Agreement, the Services are provided “as is” and Modwrx disclaims all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation.

12. Limitation of Liability

12.1 Cap. Each party’s total aggregate liability arising out of or related to this Agreement will not exceed the total Fees paid by Customer to Modwrx in the twelve (12) months immediately preceding the event giving rise to liability.

12.2 Excluded Damages. Neither party will be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill, even if advised of the possibility.

12.3 Exclusions. The limits in 12.1 and 12.2 do not apply to (a) Customer’s payment obligations; (b) a party’s indemnification obligations; or (c) liability that cannot be limited under applicable law. The Beta Services cap in Section 9.3 controls over Section 12.1 for Beta Services.

13. Indemnification

13.1 By Modwrx. Modwrx will defend and indemnify Customer against third-party claims that the Services, as provided by Modwrx and used in accordance with this Agreement, infringe a U.S. intellectual property right.

13.2 By Customer. Customer will defend and indemnify Modwrx against third-party claims arising from (a) Customer Data; (b) Customer’s failure to obtain required consents or to comply with TCPA, CAN-SPAM, 10DLC, call-recording, or other Laws; or (c) Customer’s use of AI output in violation of Law.

14. Confidentiality

Each party will protect the other’s non-public business, technical, and commercial information disclosed under this Agreement with the same care it uses for its own confidential information (and in no event less than reasonable care), and will use such information only to exercise rights and perform obligations under this Agreement. Confidentiality obligations continue for three (3) years after disclosure.

15. Governing Law; Dispute Resolution

This Agreement is governed by the laws of the State of Georgia, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Fulton County, Georgia. Each party waives any right to a jury trial.

16. Miscellaneous

16.1 Independent Contractors. The parties are independent contractors.

16.2 Assignment. Neither party may assign this Agreement without the other’s written consent, except to a successor in a merger or sale of substantially all assets.

16.3 Notices. Notices must be in writing. A notice sent by email to the address each party designates for legal notices (with confirmed delivery or read receipt), or delivered through Modwrx’s customer portal or in-product notification system, satisfies any requirement that a notice, consent, or other communication be “in writing.” Notices may also be delivered by nationally recognized overnight courier. Modwrx may send notices to the email addresses on Customer’s account. Each party consents to receipt of electronic notices.

16.4 Force Majeure. Neither party is liable for delays caused by events beyond its reasonable control.

16.5 Entire Agreement. This Agreement, together with all Order Forms, is the entire agreement between the parties and supersedes all prior discussions. Amendments to this Agreement (other than as permitted in Section 17) must be in a writing signed by both parties or made through an updated Order Form.

16.6 Severability; Waiver. If any provision is unenforceable, the remaining provisions remain in effect. A waiver must be in writing.

16.7 Counterparts; Electronic Acceptance. Order Forms may be signed in counterparts and by electronic signature. Acceptance of this Agreement by clicking “I Accept,” accepting an Order Form that references this Agreement, or using the Services constitutes a legally binding acceptance.

16.8 Publicity. Modwrx may identify Customer as a Modwrx customer and use Customer’s name, logo, and marks on Modwrx’s website, in customer lists, in investor and marketing materials, and in similar communications. Case studies, quotes, and press releases identifying Customer require Customer’s prior written approval (which may be given by email). Customer may opt out of the general publicity permission at any time by written notice to Modwrx, in which case Modwrx will discontinue the use within a reasonable time (existing materials in circulation excepted).

16.9 Subcontractors. Modwrx may use subcontractors, service providers, and hosting/infrastructure providers to perform any part of the Services, and may permit them to access Customer Data as reasonably necessary. Modwrx remains responsible for the performance of its subcontractors under this Agreement. Modwrx is not required to obtain Customer’s consent to, or provide notice of, its use of subcontractors.

17. Changes to These Terms

Modwrx may update this Agreement from time to time. Modwrx will post the updated version at this URL and update the “Last Updated” date above. Material changes will take effect thirty (30) days after Modwrx notifies Customer by email or in-product notice. Non-material changes take effect on posting. If Customer does not agree to a material change, Customer may terminate this Agreement under Section 4.1 before the change takes effect; continued use of the Services after a change’s effective date is Customer’s acceptance of the updated Agreement.

18. Product-Specific Terms

The following product-specific terms apply to the corresponding Services if identified on Customer’s Order Form.

18.1 AI Drip Campaign & Conversational AI

Description. Modwrx will configure and operate an automated outbound drip-campaign platform that delivers multi-step messages (SMS and/or email, as selected) to prospects supplied by Customer. When a prospect replies, an AI conversational agent will engage the prospect, answer questions using Customer-approved knowledge (including inventory information provided by Customer), and, when appropriate, hand the prospect off to a designated Customer sales representative.

Customer-Supplied Content and Data.

• Prospect contact lists (names, phone numbers, email addresses) with documented consent to contact.
• Inventory data feed or list, updated as needed to reflect availability and pricing.
• Campaign scripts, messaging cadence, and approved AI responses or guardrails.
• Sales-team routing rules and contact information for live handoff.

Compliance. Customer is solely responsible for obtaining and maintaining all required prospect consents, including under the TCPA, CAN-SPAM, state mini-TCPA laws, and 10DLC registration for SMS traffic. Modwrx will honor opt-out and STOP requests processed through the platform.

Handoff to Sales. The AI agent will attempt to transfer interested prospects to Customer’s sales team via the method selected by Customer (e.g., warm email/SMS notification, calendar link, or routed phone call). Modwrx does not guarantee availability of Customer’s sales representatives or conversion outcomes.

Fees and Pass-Through Charges. Setup, monthly platform, and usage fees are set out on the Order Form. Third-party pass-through charges (e.g., carrier fees, 10DLC registration, email sending) are billed at cost or as stated on the Order Form.

18.2 AI Phone IVR

Description. Modwrx will configure and operate an AI-powered interactive voice response (IVR) system for Customer’s inbound phone calls. The system will greet callers, answer frequently asked questions using Customer-approved knowledge, and route calls to the appropriate Customer destination (department, queue, voicemail, or external number) based on caller intent.

Customer-Supplied Content and Data.

• Call flow requirements, business hours, and routing rules.
• Knowledge base or FAQ content the AI may use to answer questions.
• Forwarding numbers, SIP endpoints, or other destination details.
• Greeting scripts, voice persona preferences, and escalation triggers.

Telephony and Numbers. Modwrx will provision or port telephone numbers as agreed. Customer is responsible for telephony carrier charges, per-minute usage, and any regulatory fees, which may be billed as pass-through or as stated on the Order Form.

Call Recording and Disclosures. If call recording or transcription is enabled, Customer is responsible for ensuring appropriate disclosures are made to callers as required by federal and state one-party/two-party consent laws. Modwrx can provide a standard disclosure prompt on request.

Limitations. The AI IVR is not intended for emergency services (e.g., 911) or for use as a life-safety system. Customer will not represent the service as a substitute for emergency response.

Fees and Pass-Through Charges. Setup, monthly platform, and usage fees are set out on the Order Form. Number and telephony pass-through charges are billed at cost or as stated on the Order Form.

19. Contact

These Terms of Service are provided by Modwrx LLC. Modwrx recommends Customer consult its own counsel before entering into this Agreement. This document does not constitute legal advice from Modwrx to Customer.