Terms of Service

1. Acceptance of these Terms

By creating an account, accessing, or using the Services, you agree to these Terms and to our Privacy Policy. If you do not agree, you may not use the Services.

If you are using the Services on behalf of a company or other organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

2. Eligibility

You must be at least 13 years old to use the Services, and at least 16 if you are in the European Economic Area or the United Kingdom. If you are under 18, you must have permission from a parent or legal guardian, and that parent or guardian must agree to these Terms on your behalf. You must be at least 18 to purchase a paid plan.

3. Your account

To use most of the Services you need an account. You agree to:

• Provide accurate account and billing information and keep it up to date
• Keep your credentials confidential and not share your account with others
• Take responsibility for all activity that occurs under your account, including activity by your team members and by any AI agent or automation you connect to it
• Notify us promptly at [email protected] if you believe your account has been compromised

We may refuse to create, or may close, accounts that are used to evade usage limits, plan limits, or a prior suspension.

4. Plans, fees, and billing

Current plans and prices are published at modelence.com/pricing.

• Subscriptions. Paid plans are billed in advance and renew automatically each billing period until you cancel. You can cancel at any time; cancellation takes effect at the end of the billing period you have already paid for.
• Usage-based charges. Some charges, including App Builder usage and cloud compute, depend on what you consume and are billed in arrears for the period in which they were incurred.
• Payment. Payments are processed by our payment provider, Stripe. You authorize us to charge your payment method for all fees you incur, including usage-based charges and applicable taxes.
• Taxes. Fees are exclusive of taxes. You are responsible for any sales, use, VAT, or similar taxes, other than taxes on our income.
• Failed or late payment. If a payment fails, we may retry it and may suspend, downgrade, or terminate your account and delete associated environments and data if the balance remains unpaid after notice to you.
• Price changes. We may change prices. We will give you notice before a change takes effect, and changes apply from your next billing period.
• Refunds. Except where required by law, fees are non-refundable and there are no refunds or credits for partial billing periods.
• Free tier. Free plans and included usage credits are provided at our discretion. We may change, reduce, or discontinue them at any time.

5. Acceptable use

You may not use the Services, including anything you build, host, or deploy with them, to create, store, transmit, or make available content that:

• Sexually exploits or abuses children. We report child sexual abuse material to the National Center for Missing & Exploited Children (NCMEC) and to law enforcement as required by law.
• Is intimate or sexual imagery of a person shared without their consent, including synthetic or AI-generated imagery.
• Violates any applicable law, or infringes or misappropriates anyone's intellectual property or privacy rights.
• Threatens, incites, or facilitates violence, terrorism, or serious harm to any person or group.
• Harasses, or promotes hatred or discrimination against, people on the basis of race, ethnicity, national origin, religion, sex, gender identity, sexual orientation, disability, or another protected characteristic.
• Consists of malware, ransomware, or other code designed to damage or gain unauthorized access to systems or data.
• Is used for phishing, credential harvesting, identity theft, financial fraud, unlicensed financial services, or any other deceptive scheme.

You also may not:

• Interfere with or place an unreasonable load on the Services or the infrastructure they run on
• Probe, scan, or test the security of the Services, or attempt to breach authentication or access controls, except under a security research program we have agreed with you in writing
• Send unsolicited bulk email or messages, or use the Services to support a spam operation
• Impersonate any person or organization, or misrepresent your affiliation with one
• Mine cryptocurrency or run other compute-intensive workloads unrelated to your application
• Resell, rent, or provide the Services to third parties as a substitute for their own account, without our prior written consent
• Scrape or harvest data from the Services by automated means, except as permitted by our documented APIs
• Circumvent usage limits, plan limits, rate limits, or any other technical restriction
• Use AI features of the Services to produce anything that would violate this Section 5, or to work around the safety controls of the underlying AI models

To report a violation, email [email protected].

6. Your content and applications

"Your Content" means the code, data, text, images, files, prompts, and other material that you or your end users upload to, generate with, or store in the Services, including the applications you build and the data those applications hold.

You own Your Content. We do not claim ownership of it, and we do not use it to train AI models. You grant us a worldwide, non-exclusive license to host, store, copy, transmit, and display Your Content solely to operate and provide the Services to you, to secure them, and as otherwise described in our Privacy Policy.

You are responsible for Your Content, for having the rights necessary to use it, and for making sure it complies with these Terms and applicable law. You are responsible for maintaining your own backups of anything you cannot afford to lose.

We have no obligation to monitor Your Content, and we do not routinely review the applications our customers deploy. We may, however, review content or activity when we have reason to believe there has been a violation of these Terms, and we may remove or disable access to content that we reasonably believe violates these Terms or the law, or that we are required to remove by valid legal process.

7. Copyright complaints

We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act. If you believe material hosted on the Services infringes your copyright, send a notice to [email protected] including:

• Your physical or electronic signature
• Identification of the copyrighted work you say has been infringed
• The URL or other location of the material you want removed, with enough detail for us to find it
• Your name, address, telephone number, and email address
• A statement that you believe in good faith that the use is not authorized by the copyright owner, its agent, or the law
• A statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on their behalf

We will remove or disable access to material that is the subject of a valid notice and notify the customer who posted it. If you believe your material was removed in error, you may send a counter-notice to the same address, and we will restore the material unless the complainant tells us they have filed a court action.

We terminate the accounts of repeat infringers in appropriate circumstances.

8. AI features

The App Builder and other AI features generate code and application components from your prompts, using AI models operated by third-party providers on our behalf. The following applies to them:

• Output is provided as-is. AI output can be wrong, insecure, or unsuitable for your purpose. You are responsible for reviewing, testing, and validating anything generated before you rely on it or deploy it to production.
• Output is not unique. Similar prompts may produce similar output for other customers. We make no claim that generated output is original or non-infringing.
• Prompts are processed by third parties. Your prompts and relevant parts of your project are sent to our AI model providers so they can generate a response. See our Privacy Policy for who those providers are.
• Abuse review. Our AI features flag prompts that appear to violate Section 5. A member of our team may review a flagged conversation, and we may act on what we find, up to and including suspension or termination under Section 14.
• Training. We do not use your prompts or generated output to train AI models, and our agreements with our AI model providers do not permit them to do so either. We do use aggregated, de-identified usage statistics to improve the Services.

9. Your end users

If other people use the applications you build on Modelence ("end users"), you are responsible for their use of your application, including making sure it does not breach Section 5. Your relationship with your end users is yours alone: you are responsible for your own terms, your own privacy notice, and any consents or disclosures the law requires you to give them.

Where your application collects personal data about your end users, we process that data on your behalf as your processor under our Data Processing Agreement, which forms part of these Terms.

10. Our intellectual property

The Services, and all software, designs, documentation, and other materials we provide (other than Your Content and the open-source Framework), are owned by Modelence and protected by intellectual property laws. Except for the rights expressly granted in these Terms, we reserve all rights. You may not copy, modify, reverse engineer, or create derivative works from our proprietary software, remove our proprietary notices, or use our name, logo, or trade dress without our prior written permission.

If you send us feedback or suggestions, we may use them without restriction or obligation to you.

11. The open-source Framework

The Modelence Framework is open source and licensed under the Apache License, Version 2.0. Your use of the Framework is governed by that license, not by these Terms, and nothing in these Terms limits the rights the Apache License grants you. These Terms govern our hosted and proprietary Services: Modelence Studio, Modelence Cloud, the App Builder, and modelence.com.

12. Third-party services

The Services integrate with third-party products, such as source control, payment providers, and AI model providers. Your use of those products is governed by their own terms, and we are not responsible for them. If a third-party product becomes unavailable or changes, the related functionality in the Services may change or stop working.

13. Availability, maintenance, and support

We operate the Services to a 99.9% uptime target for production services. We publish real-time and historical availability for Modelence Cloud and the App Builder at status.modelence.com, and we post incidents there.

Unless we have signed a separate written service level agreement with you, this target is an objective we manage to rather than a contractual guarantee. We may perform maintenance, and may modify, suspend, or discontinue any part of the Services. Where a change is material and within our control, we will give reasonable advance notice through the status page, in the product, or by email.

Support is provided at the level described for your plan on our pricing page.

14. Suspension and termination

You may stop using the Services and close your account at any time.

We may suspend or terminate your account, or remove or disable specific content or applications, if we reasonably believe that:

• You have breached these Terms, in particular Section 5
• Your use creates a security, legal, or regulatory risk to us, to the Services, or to other users
• Your account is being used to evade a prior suspension or a usage limit
• Your fees remain unpaid after we have notified you
• We are required to do so by law or by valid legal process

Where the circumstances allow, we will notify you first and give you an opportunity to fix the problem, and we will limit our action to what is necessary, for example removing a single application rather than closing an account. Where content is illegal, or where there is an urgent risk of harm to people, to us, or to other users, we may act immediately and without prior notice.

On termination, your right to use the Services ends. Unless we are prohibited from doing so, we will give you a reasonable opportunity to export Your Content before we delete it. We may report suspected illegal activity to law enforcement and cooperate with their investigations.

15. Beta and preview features

We sometimes make features available as alpha, beta, preview, or experimental. These are provided as-is for evaluation, may change or be withdrawn at any time, may be less reliable than the rest of the Services, and are excluded from any commitment we have otherwise made.

16. Export controls and sanctions

The Services are provided from the United States and are subject to US export control and economic sanctions laws. You represent that you are not located in, ordinarily resident in, or organized under the laws of a country or region subject to comprehensive US sanctions, and that you are not on any US government restricted-party list, and that you will not use the Services on behalf of anyone who is. You may not export or re-export the Services in breach of those laws.

17. Disclaimer of warranties

To the maximum extent permitted by law, the Services are 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, title, and non-infringement. We do not warrant that the Services will be uninterrupted, secure, or error-free, that defects will be corrected, or that any content or AI output will be accurate, complete, or suitable for your purpose.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

18. Limitation of liability

To the maximum extent permitted by law, Modelence will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business opportunity, arising out of or relating to the Services, even if we have been advised that such damages are possible.

Our total liability arising out of or relating to these Terms or the Services will not exceed the greater of (a) the total amount you paid us for the Services in the twelve months before the event giving rise to the claim, and (b) one hundred US dollars (US$100).

These limits apply to all claims, whether in contract, tort, or otherwise, and are a fundamental part of the agreement between us. Nothing in these Terms excludes liability that cannot be excluded by law.

19. Indemnification

You will defend, indemnify, and hold harmless Modelence and its officers, directors, employees, and agents from any third-party claim, and any resulting losses, damages, and reasonable legal costs, arising out of Your Content, your applications, your use of the Services in breach of these Terms or applicable law, or a dispute between you and your end users. We will notify you of any such claim, give you control of the defense, and cooperate with you at your expense.

20. Changes to these Terms

We may update these Terms from time to time. If a change is material, we will give you notice by email or in the product before it takes effect, and we will update the date at the top of this page. Continuing to use the Services after a change takes effect means you accept the updated Terms. If you do not accept them, stop using the Services and close your account.

21. Governing law and disputes

These Terms are governed by the laws of the State of California, without regard to its conflict of laws rules. Any dispute arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in San Francisco County, California, and you and Modelence each consent to their jurisdiction. If you are a consumer, this does not deprive you of the protection of the mandatory laws of the country where you live.

Before filing a claim, please contact us at [email protected] first; most issues are resolved faster that way.

22. General

• Entire agreement. These Terms, the Privacy Policy and the Data Processing Agreement are the entire agreement between you and Modelence about the Services, and replace any earlier agreement on the same subject.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Severability. If any provision is held unenforceable, the rest remains in force.
• No waiver. Our failure to enforce a provision is not a waiver of it.
• Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control.
• Notices. We may send notices to the email address on your account. Send notices to us at [email protected], or to the postal address in Section 23.
• Survival. Sections 6, 7, 10, 17, 18, 19, 21, and 22 survive termination.

23. Contact

Modelence, Inc.
1 Sansome St, Suite 1400 PMB 10088
San Francisco, CA 94104
United States

General and account questions: [email protected]

Report abuse or a violation of Section 5: [email protected]

Privacy questions: [email protected]