Terms of Service

These Terms, together with the applicable subscription checkout terms and any separately negotiated written agreement between Modash and Customer (if any), constitute the agreement governing the Platform Services (the "Agreement"). By accessing or using the Site or Platform Services, including by subscribing through self-service checkout, or by executing a written agreement incorporating these Terms, Customer agrees to be bound by the Agreement.
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“Customer” means the business, professional or other entity or person entering into the Agreement for commercial or professional purposes, including a sole trader acting in a business capacity; “you” and “your” refer to Customer. If you act on behalf of a legal entity, you represent that you have authority to bind that entity and its Affiliates. “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party. Where an Affiliate uses the Services under Customer’s Subscription, the contracting Customer remains responsible for that Affiliate’s compliance with the Agreement. If Customer does not agree to these Terms, Customer must not access or use the Site or Services.
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Customer represents and warrants that it enters into this Agreement and uses the Services solely in the course of its business or professional activities, and not as a consumer for personal, family or household purposes. Nothing in these Terms excludes any non-waivable rights applicable to a person who is a consumer under mandatory law.
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Where Customer subscribes to both Modash Platform Services and Modash API Services, these Terms govern only the Platform Services. Each service subscription is separate for purposes of access, fees, usage rights, suspension, termination and liability, unless expressly agreed otherwise. Suspension, cancellation or termination of one service does not automatically affect the other, except where broader action is reasonably necessary in response to a material breach, security risk or legal requirement.
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Contractual precedence. For the Platform Services, in the event of conflict, the following order of precedence applies: (i) a separately negotiated written agreement applicable to the Platform Services; (ii) the Modash Data Processing Agreement (DPA), solely for matters within its subject matter concerning personal data processing; (iii) applicable Platform subscription checkout terms; and (iv) these Platform Terms. A document takes precedence only for the Service and subject matter to which it applies. Nothing in this order of precedence removes any mandatory data-protection obligation.
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For these Terms, "Services" means Platform Services unless another service is expressly identified; "Modash Data" means creator information (including Creator Data), reports, analytics and other data or content provided through Platform Services, excluding Customer Data and Customer's original materials. Modash and Customer are each a "Party" and together the "Parties".

From time to time, Modash may revise or amend these Terms. Modash will notify active customers by email of material changes, including a summary of key updates and a link to the revised Terms.
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Unless a separately negotiated written agreement provides otherwise, changes that materially and adversely reduce Customer’s contracted rights or core service functionality during a Committed Subscription Term will take effect no earlier than the next renewal of that Subscription. Other amendments may take effect during the Subscription Term following reasonable notice. Notwithstanding the foregoing, Modash may implement changes sooner where reasonably required by applicable law, security, third-party platform requirements, or urgent operational circumstances, and will provide notice where practicable. Continued use after the applicable effective date constitutes acceptance of the revised Terms, without prejudice to Customer’s existing payment commitments.

3.1. Subject to these Terms, the applicable Subscription and payment of applicable fees, Modash grants you a limited, non-exclusive, non-transferable and non-sublicensable right during the Subscription Term to access and use the Platform Services for your internal business purposes and, where you are an agency or service provider, in the ordinary course of providing services to your clients.
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3.2. Certain Platform Services, including Modash Payments, may require separate activation by Modash and may be subject to additional commercial, compliance or operational requirements.
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3.3. These Platform Terms do not grant any right to access Modash through an API or other programmatic interface, except through functionality intentionally made available within the Platform Services.

4.1. Modash may modify, improve, replace or discontinue features of the Platform Services from time to time. Modash will not materially reduce the core functionality of a paid Platform Service during a Committed Subscription Term without reasonable justification.
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4.2. Modash will use commercially reasonable efforts to make the Platform Services available 24 hours a day, 7 days a week, except for planned downtime (for which Modash will use reasonable efforts to provide 48 hours' advance electronic notice) and unavailability caused by circumstances beyond Modash's reasonable control.
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4.3. Modash shall provide reasonable technical support in accordance with its standard practices, with an initial response to support queries, including issues preventing access to the Platform Services, within two (2) business days after receipt of the request. For this purpose, business days are Monday through Friday, excluding public holidays in Estonia.
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4.4. Modash may suspend access for non-payment, material breach, security risk, unlawful use or as otherwise permitted under these Terms.

You must provide accurate and up-to-date registration and account information. You are responsible for protecting all credentials used to access the Services, including usernames, passwords and other authentication credentials, from unauthorized access.
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You are responsible for activity occurring through your account and credentials and must notify Modash promptly of any known or suspected unauthorized access or security breach. Modash may access or reset account credentials where reasonably necessary to provide support, address billing or security issues, or maintain the Services.

6.1. When processing personal data of individuals obtained through the Services, you may act as a controller under applicable data protection laws, including the EU General Data Protection Regulation and UK GDPR (collectively, the "GDPR"). Information about Modash's data protection and information security practices is described in the Modash Privacy Policy.
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6.2. To the extent Modash processes Personal Data on Customer's behalf as a processor under applicable Data Protection Laws, the Modash Data Processing Agreement (the "DPA") is incorporated by reference and forms part of this Agreement. "Personal Data" and "Data Protection Laws" have the meanings assigned to them in the DPA. For processor obligations, the DPA takes precedence over these Terms and, where relevant, subscription checkout terms, subject to any expressly negotiated provisions in a separately signed agreement, to the extent consistent with mandatory Data Protection Laws.
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6.3. Where GDPR applies, each Party acts as an independent controller in relation to personal data that Modash (a) obtains from Customer to administer the Services, including billing and collections, and (b) obtains from third-party sources and makes available to Customer through the Services ("Creator Data"). The Parties do not jointly determine the purposes and means of processing Creator Data and do not act as joint controllers in relation to Creator Data.
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Each Party shall be independently responsible for compliance with applicable Data Protection Laws in relation to its own processing activities as an independent controller. This includes, in the case of Modash, its collection, sourcing and provision of Creator Data through the Services and, in the case of Customer, its subsequent processing, use, disclosure and retention of Creator Data. Nothing in this Section shall make either Party responsible for the other Party's independent processing activities or limit any responsibility imposed by applicable law.
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6.4. Subject to Section 6.2, in relation to personal data Customer provides to Modash for processing on Customer's behalf ("Customer Data"), Customer acts as controller and Modash acts as processor. Modash will process Customer Data to provide the Services in accordance with the Agreement and the DPA.
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6.5. Customer shall process Creator Data fairly and lawfully and is responsible for identifying and documenting an appropriate lawful basis for each processing purpose, providing all legally required privacy notices and transparency information, and obtaining consent only where applicable law requires consent. Customer shall comply with applicable data protection, privacy, direct marketing and communications laws, including applicable rights of data subjects.
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6.6. Modash may suspend or terminate access to the Services where it reasonably believes Customer's processing of personal data violates applicable law or creates material legal, security or privacy risk.

7.1. Paid features of the Platform Services are "Charged Services". Access may be purchased under a subscription plan (a "Subscription"). Modash Payments may also be subject to separately agreed fees. “Subscription Term” means the then-current period of paid access to the Platform Services under the applicable checkout terms or separately negotiated written agreement, including any renewed period. “Committed Subscription Term” means the Subscription Term for which Customer has committed to pay fees, regardless of billing frequency or early termination.
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7.2. Charges, billing currency, billing frequency, Subscription Term, usage allowances and other commercial terms are as set out in the applicable subscription checkout terms, invoice or separately negotiated written agreement. Unless expressly agreed otherwise, fees are payable in advance and are non-refundable. By providing a payment method, Customer represents and warrants that it is authorized to use that payment method and that all billing information supplied is true, accurate and up to date.
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7.3. There are no refunds or credits for partial use, unused features, upgrades or downgrades, or inaccessibility caused by circumstances beyond Modash's reasonable control. Cancellation does not relieve Customer of fees committed for the remainder of the Subscription Term. Downgrading a Subscription may result in the loss of content, features or functionality. To the maximum extent permitted by applicable law, Modash is not liable for losses resulting from such downgrades.
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7.4. Overdue amounts may accrue interest at 1% per month or the maximum lawful rate, whichever is lower, and Customer is responsible for reasonable collection costs.
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7.5. Modash Payments and related payout functionality may only be available in supported countries and currencies and through supported payment methods, which Modash may update from time to time.
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7.6. Unless a separately negotiated written agreement states otherwise, monthly Subscriptions automatically renew for successive monthly terms unless cancelled before the end of the current term, and annual Subscriptions automatically renew for successive annual terms unless cancelled at least 60 days before the end of the current term.
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7.7. Taxes. Unless expressly stated otherwise, all fees and charges are exclusive of VAT, sales, use, goods-and-services and similar indirect taxes and duties, which Customer shall pay where applicable. Where a reverse-charge mechanism is required by law, Customer shall account for the relevant VAT or similar tax, and shall provide accurate tax and VAT registration information. If law requires Customer to withhold tax from a payment due to Modash, Customer shall remit the withholding to the competent authority and pay such additional amount as is legally permitted and necessary for Modash to receive the same net amount it would have received without the withholding, provided Customer supplies reasonable documentation of taxes withheld. Where Modash purchases and supplies Creator Services in its own name through Modash Payments, Modash shall invoice the Customer for the applicable Creator Services consideration and charge VAT where required under the relevant tax rules. Taxes on Creator Services are determined separately from the fees charged for Platform access and payment facilitation.

8.1. Modash Payments enables Customers to procure and pay for approved creator services, including services relating to affiliate marketing campaigns. Where Modash Payments is used, Modash acts in its own name in relation to the purchase and supply of the applicable approved creator services. Modash purchases those creator services from the creator and separately supplies them to Customer. For these Terms, "Creator" means a content creator or influencer featured in or engaged through the Platform Services; "Creator Services" means services a Creator provides in connection with a campaign; and "Creator Content" means content created or supplied by a Creator in that context.
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8.2. Customer receives intellectual property rights in Creator Services as agreed under the applicable campaign terms. The contractual supply through Modash does not require Modash to acquire ownership of those rights; agreed rights may pass directly from Creator to Customer.
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8.3. Modash's obligation to complete a purchase or payout is conditional on a valid payment request, approval of the Creator Services, receipt of required invoicing and payment information, sufficient available funds, and satisfaction of applicable legal, compliance and operational requirements.
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8.4. Customer is responsible for the accuracy, completeness and authorization of payment requests, amounts, creator information, approvals and instructions submitted through its account. Modash may rely on instructions submitted by an authorized user, except to the extent loss results directly from Modash's gross negligence or willful misconduct.
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8.5. Modash may reverse, offset, recover or otherwise correct payments made because of error, duplicate instruction, technical malfunction, fraud or unauthorized activity, to the extent permitted by law. Customer will reasonably cooperate with related investigations.
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8.6. Modash may decline, suspend, delay, withhold or refuse to process any payment where reasonably necessary to comply with applicable law, tax obligations, sanctions, anti-money laundering (AML), know-your-customer (KYC) requirements, fraud-prevention measures, requests from payment providers or financial institutions, or where Modash reasonably suspects fraud, unauthorized activity, inaccurate or incomplete information, or a breach of these Terms. Modash will process the payment as soon as reasonably practicable after the relevant issue has been resolved, where processing remains legally and operationally permissible. Modash may also suspend access to Modash Payments where it reasonably believes continued access presents legal, financial, compliance or fraud risk.
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8.7. Modash may establish reasonable operational rules concerning approval, invoicing, payments, adjustments, refunds and disputes, and may suspend, adjust, withhold or reverse a relevant payment where reasonably necessary to resolve a dispute or comply with these Terms.
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8.8. Modash determines available payment methods, providers, supported countries, currencies and payout options and may modify them from time to time.
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8.9. Where currency conversion is required, conversion will use the rate made available by Modash's payment providers at the time of the transaction. Amounts received may differ because of exchange-rate movements, spreads or third-party foreign-exchange costs. Unless expressly stated otherwise, Modash does not charge an additional currency-conversion fee.
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8.10. Payments may involve third-party providers, banks, correspondent banks and payment networks. Modash does not guarantee processing or settlement times and is not liable for third-party delays, deductions or failures except to the extent resulting directly from Modash's gross negligence or willful misconduct.
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8.11. Customer is responsible for ensuring that its use of Modash Payments, creator engagements and payment instructions comply with applicable tax, employment, sanctions and other laws, except where Modash expressly assumes a responsibility in writing.
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8.12. Unclaimed Creator Payments. If a Creator fails to provide the complete invoicing, payment, identification or other information required to process an approved payment within twelve (12) months after Customer first submits the relevant payment request through Modash Payments, Modash may cancel the pending payment request and discontinue its payment-processing and facilitation obligations in respect of that request, to the extent permitted by applicable law and any binding agreement with the Creator. Modash will notify Customer if it cancels the payment under this Section. Any funds allocated to the canceled payment that remain available to Modash and have not been paid out will be released back to Customer's Modash Payments balance or refunded to Customer, less applicable non-refundable payment-processing fees and amounts lawfully payable or retained. As between Customer and Modash, Customer remains responsible for resolving and settling directly with the Creator any outstanding payment obligations relating to the Creator Services, including any claim arising after cancellation of the pending payment. This Section does not extinguish an accrued right of a Creator or transfer any legally enforceable debt of Modash without the consent or other requirements applicable under law.

9.1. Creator Data and other third-party content made available through the Platform Services may be incomplete, inaccurate, unavailable or out of date. Modash does not warrant the accuracy, completeness or continued availability of third-party data or content. Customer must independently evaluate information before relying on it.
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9.2. Availability of Creator Data and content may depend on third-party sites, platforms and providers. Those third parties may modify, restrict or prevent access, which may affect the Platform Services without liability to Modash.
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9.3. The Platform Services and Creator Data may not be used for purposes regulated by the U.S. Fair Credit Reporting Act, including determining eligibility for credit, insurance or employment.
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9.4. You may encounter third-party content that is offensive, harmful or objectionable. Modash is not responsible for the substance of third-party creator content.
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9.5. Powered by Modash. If Customer displays or makes available Modash Data or content obtained through the Platform Services on a public website or other publicly accessible online service, Customer shall acknowledge Modash as the source by linking to the Modash website, displaying the Modash logo and including the attribution “Powered by Modash”, in a reasonably visible manner. This obligation applies only to data or content obtained through the Platform Services, and not to API Results governed by the separate API Terms.
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9.6. Service Usage and Anonymous Data. Subject to applicable law and the DPA, Modash may collect and analyze technical and operational usage information about Customer’s use of the Services (such as request volumes, activity logs, performance metrics, feature adoption, support and billing metadata) to operate, secure, monitor, analyze, support, improve and develop the Services and related products. Such information does not include Customer Data or Customer Confidential Information except as needed to provide the Services or as otherwise lawfully permitted. Modash may use data that has been genuinely anonymized or aggregated so that neither Customer nor any individual is reasonably identifiable, for lawful analytics, research, product development and related business purposes. Any anonymization or aggregation of Customer Data while Modash acts as processor shall be performed only in accordance with the DPA and Customer’s documented instructions or another valid legal basis. Modash shall not use Customer Data or Customer Confidential Information to train or fine-tune AI or machine-learning models for Modash’s or any third party’s general purposes without Customer’s prior written agreement. Nothing in this Section expands Modash’s rights to process personal data on Customer’s behalf beyond the Agreement and DPA.
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9.7. Modash retains all rights in the Platform Services and Modash Data. Customer retains all rights in Customer Data and in Customer's own materials and outputs created using the Platform Services, subject to Modash's and third parties' rights in underlying data and content.

You may use the Platform Services only as permitted by your Subscription and these Terms. You must not:
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10.1. exceed usage limits or circumvent plan, feature, seat, export or other technical restrictions;
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10.2. use Charged Services without fulfilling payment obligations;
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10.3. modify, reroute, interfere with, disable, overburden or disrupt the Platform Services or Site;
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10.4. scrape, crawl, spider, harvest or otherwise extract data from the Platform Services or Site through bots, scripts or other automated means, except through an official feature intentionally made available and documented by Modash for that purpose. Prohibited activity includes (i) collecting, saving or exporting data in bulk outside authorized functionality, channels or limits; (ii) submitting searches or requests through the web application in a volume, frequency or pattern indicating automated usage rather than ordinary human interaction; or (iii) evading usage limits, rate limits, quotas, anti-bot controls or other technical restrictions. Any such unauthorized automated extraction constitutes a material breach of these Terms and may result in immediate suspension of affected accounts and access without prior notice.
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10.5. copy, sell, lease, sublicense, resell or redistribute the Platform Services or Modash Data except as expressly permitted by these Terms or your Subscription. Agencies may use the Platform Services and data in the ordinary course of providing services to their clients, provided the agency remains the contracting party and user of record;
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10.6. reverse engineer, reverse assemble, decompile or attempt to discover source code or non-public technical components of the Platform Services, except to the extent such restriction is prohibited by law;
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10.7. use the Platform Services in violation of applicable law, third-party rights or applicable third-party platform terms;
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10.8. use the Platform Services to harass, stalk, harm minors, compile deliberately false or misleading information, facilitate unlawful activity or gain unauthorized access to systems or accounts;
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10.9. impersonate Modash or another person, misuse Modash trademarks or contact information, or frame the Site without prior written consent;
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10.10. share user credentials between individuals;
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10.11. create or maintain multiple accounts or promotional subscriptions for the same user or business to obtain unauthorized trial, promotional, pricing or usage benefits, or create credentials for disruptive, abusive or circumvention purposes. Where Modash reasonably identifies such conduct, it may suspend or terminate related accounts, promotional subscriptions or credentials, without refund to the extent permitted by applicable law.
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10.12. use the Platform Services or Site in a manner that materially harms or is reasonably likely to harm Modash, its affiliates, resellers, distributors, customers, service providers or suppliers, including through fraud, abusive conduct or intentional interference with operations.
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10.13. be (a) a person or entity subject to asset freezes or other restrictive sanctions imposed, administered or enforced by the European Union, United Nations, United Kingdom or United States, including a person designated on a relevant sanctions list; (b) an entity owned, directly or indirectly, 50% or more, individually or in the aggregate, by one or more such sanctioned persons, or controlled by any such person; (c) a person or entity accessing or using the Services from a country or territory subject to a comprehensive embargo under any such sanctions regime; or (d) a person or entity that makes the Services or Modash Data available to or for the benefit of sanctioned persons, or exports, re-exports, transfers or uses the Services or Modash Data in breach of EU, UN, UK, US or any other applicable sanctions or export-control requirements. Customer represents and warrants ongoing compliance with this provision and shall not permit any Affiliate or authorized user to engage in the prohibited conduct.

You grant Modash the right to include your company name and logo in Modash customer lists and on the Modash website. Modash may create and publish case studies or similar marketing materials based solely on publicly available information about your company, provided no Confidential Information is disclosed. Except for the foregoing, neither Party may use the other Party's name, logo or identifying marks without prior written consent.

12.1. Cancellation, Non-Renewal and Termination for Convenience. Customer may cancel automatic renewal of the Platform Services in accordance with Section 7.6. Customer may provide notice of non-renewal or termination for convenience through the cancellation controls made available within the Platform or by email to Hello@Modash.io; either method constitutes written notice for purposes of this Section, provided the notice identifies the Customer account and relevant Subscription. Such notice is effective when submitted through the Platform cancellation controls or, if sent by email, when successfully sent without an automated non-delivery notice. Cancellation of automatic renewal does not terminate the Subscription before the end of the then-current Subscription Term. Customer may separately terminate its Subscription for convenience at any time by providing written notice to Modash. Such termination takes effect on the date specified in the notice (which may not be earlier than the effective time of the notice under this Section) or, if no date is specified, when the notice is effectively submitted or sent under this Section. Upon termination for convenience, Customer’s access to the Platform Services ceases. All fees paid or payable for the then-current Committed Subscription Term remain non-refundable and payable in full, except to the extent otherwise required by applicable law. Any unpaid portion of those fees, including installments not yet due under the agreed billing schedule, shall become immediately due and payable in full upon the effective date of termination. Any remaining refundable Modash Payments balance will be refunded to Customer, after deduction of applicable fees (including any Modash commission or minimum Modash Payments commission), overdue interest, amounts properly owed and any amounts that must be retained or handled separately for outstanding payments in accordance with applicable law and these Terms.
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12.2. Modash may suspend or terminate the Platform Services for material breach, unlawful use, security or compliance risk, non-payment, required legal action, extended periods of inactivity, or discontinuation of the relevant Service. Where the breach is reasonably capable of cure, Modash may provide an opportunity to cure before termination, unless immediate suspension or termination is reasonably necessary to protect Modash, users, third parties or the Services.
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12.3. On termination or expiration, access to the Platform Services will cease. Customer may request return or export of Customer Data in accordance with the DPA and applicable product functionality.
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12.4. Following expiration or termination, Customer may retain, use, reproduce and otherwise process Modash Data lawfully obtained or exported during its Subscription, including historical creator information incorporated into Customer’s records, reports, databases and other business materials. These rights survive termination, subject to applicable law, third-party rights, the restrictions in these Terms and any applicable data protection or deletion obligations. Customer is not required to delete such historical Modash Data solely because the Subscription ends. No right to continued Platform access, further exports or data refreshes is granted. Provisions that by their nature should survive termination, including accrued payment obligations, confidentiality, proprietary rights, restrictions applicable to retained data, disclaimers, indemnities, limitations of liability and governing law, will survive.

Modash and its licensors retain all right, title and interest in and to the Services, Site, software, documentation, interfaces, methodologies, technology and Modash Data, except for rights expressly granted under these Terms. No implied licenses are granted.
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You must not remove, obscure or alter proprietary rights notices displayed in the Services. Third-party marks and content remain the property of their respective owners.
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If you provide feedback or suggestions regarding the Services, you grant Modash a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable right to use and incorporate that feedback for any purpose without restriction or obligation.

14.1. "Confidential Information" means information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), whether orally or in writing, that is designated confidential or reasonably should be understood to be confidential given its nature or the circumstances of disclosure. Customer Confidential Information includes Customer Data. Modash Confidential Information includes non-public aspects of the Services, technology, documentation and security. Each Party's Confidential Information includes non-public business, marketing, product, technical and financial information.
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14.2. Confidential Information excludes information that the Receiving Party can demonstrate: (i) is or becomes public without breach of this Agreement; (ii) was lawfully known to it without confidentiality obligation before disclosure; (iii) is lawfully received from a third party without confidentiality obligation; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.
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14.3. The Receiving Party will protect the Disclosing Party's Confidential Information using at least reasonable care, use it only for purposes of the Agreement, and disclose it only to personnel and contractors who need access for those purposes and are bound by confidentiality obligations no less protective than those in these Terms.
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14.4. The Receiving Party may disclose Confidential Information to the extent required by law, provided it gives prior notice where legally permitted and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

15.1. Customer shall defend, indemnify and hold harmless Modash and its Affiliates, officers, employees and agents from and against third-party claims, damages, losses, liabilities, costs and reasonable legal fees, to the extent arising out of or relating to: (a) Customer's breach of these Terms or applicable law; (b) Customer's use of the Platform Services, Creator Data, Creator Content or Creator Services, including Customer's own processing, use, disclosure or distribution of data or content and its representations or commitments to third parties; (c) Customer's campaign requirements, instructions or arrangements with Creators, including disputes arising from a Creator's performance or non-performance of Creator Services; or (d) Customer's payment requests, approvals or instructions submitted through Modash Payments, including disputes over a payment canceled under Section 8.12.
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Customer shall have no obligation to defend or indemnify Modash to the extent a third-party claim is caused by Modash’s own acts or omissions in sourcing, collecting, licensing, processing or providing Creator Data or other content, or by an issue inherent in the Creator Data or other content as originally supplied by Modash, provided Customer used the relevant Creator Data or other content within the rights granted by the Agreement. Where both Parties contribute to a claim, Customer’s indemnification obligation shall apply only to the extent caused by Customer’s own acts, omissions or obligations. This allocation of indemnity responsibility is not an admission that any data or rights violation has occurred, does not create a separate indemnification obligation for Modash, and does not modify the agreed limitations of Modash’s liability.
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15.2. Modash is not responsible for Creator acts or omissions, Creator performance or non-performance, insufficient Customer funds, inaccurate or incomplete information supplied by Creators or Customer, third-party payment-provider or banking failures, or limitations in third-party tracking and social-platform data availability.
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15.3. THE PLATFORM SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" TO THE MAXIMUM EXTENT PERMITTED BY LAW. MODASH DISCLAIMS IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MODASH DOES NOT WARRANT UNINTERRUPTED SERVICE, PARTICULAR BUSINESS RESULTS, OR THE ACCURACY, COMPLETENESS OR CONTINUED AVAILABILITY OF THIRD-PARTY DATA.
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15.4. To the maximum extent permitted by law, Modash's aggregate liability arising out of or relating to the Agreement or Platform Services will not exceed the fees actually paid by Customer to Modash for the Platform Services during the twelve (12) months preceding the event giving rise to the claim. For this purpose, “fees actually paid” means fees for Platform subscriptions and other charges retained by Modash for the provision or facilitation of the Platform Services, including Modash Payments commissions, but excludes (i) any purchase price or other consideration paid for Creator Services supplied through Modash Payments, (ii) amounts deposited, allocated, held or transferred to fund Creator payments or payouts, including unused Modash Payments balances, (iii) taxes and duties, and (iv) third-party costs or disbursements collected for onward payment.
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For customers purchasing both Platform Services and API Services, the foregoing cap is calculated by reference to the Service or Services giving rise to the claim. Where a single event gives rise to claims involving both services, the combined aggregate cap for that event shall not exceed the sum of the fees qualifying for the respective service-specific liability caps under the applicable Platform and API Terms during the preceding twelve (12) months. In particular, Creator Services consideration, payment funding and unused Modash Payments balances excluded by the Platform Terms shall not be counted in the combined cap. The same loss may not be recovered more than once. Any different cap expressly agreed in a separately negotiated written agreement prevails for the Services it covers.
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The limitation of liability in this Section does not limit Modash’s separate contractual duty to account for and return any unused, refundable Modash Payments balance due to Customer under Sections 8.12 or 12.1 or otherwise required to be returned by law, subject to applicable deductions and lawful holds. That return obligation is distinct from a claim for damages and does not increase the liability cap applicable to damages or other claims.
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15.5. To the maximum extent permitted by applicable law, Modash shall not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages, including loss of profits, revenue, business opportunity, goodwill or data, even if advised of the possibility of such damages.

16.1. These Terms and the Agreement are governed by the laws of Estonia, without regard to conflict-of-laws principles.
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16.2. The Parties will first attempt in good faith to resolve any dispute arising out of or relating to the Agreement through mutual negotiations.
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16.3. If an amicable resolution cannot be reached within a reasonable period, the dispute will be subject to the exclusive jurisdiction of Harju County Court in Tallinn, Estonia.
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16.4. Assignment. Customer may not assign or transfer the Agreement or any rights or obligations under it without Modash’s prior written consent. Modash may assign or transfer the Agreement without Customer’s consent to an Affiliate or in connection with a merger, acquisition, sale of all or substantially all relevant assets or business, corporate reorganization or change of control, provided the assignee assumes the applicable contractual obligations. Modash may give Customer notice of the assignment when reasonably practicable. Any purported assignment in breach of this Section is ineffective to the extent permitted by applicable law.
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16.5. Entire Agreement. The Agreement, including the applicable documents identified in Section 1 and any incorporated DPA, constitutes the entire agreement between the Parties concerning the relevant Services and supersedes prior or contemporaneous proposals, discussions and communications on that subject matter, except to the extent expressly preserved in a signed written agreement. No provision of this Section supersedes an applicable separately negotiated written agreement or a separately signed non-disclosure agreement unless expressly stated.
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16.6. Severability. If a provision of the Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in force. The Parties shall, to the extent permitted by law, replace the affected provision with an enforceable provision that most closely reflects its commercial purpose.
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16.7. No Waiver. Failure or delay by either Party to enforce a right or remedy shall not constitute a waiver of that right or remedy, and any waiver shall be effective only if made in writing by the Party granting it. A waiver of one breach is not a waiver of another breach.
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16.8. Notices. Legal and contractual notices may be sent by email. Notices to Modash shall be sent to Hello@Modash.io; notices to Customer shall be sent to the primary business or account administrator email address registered with Modash, or another address notified in writing for contractual notices. Except for cancellation, non-renewal and termination-for-convenience notices under Section 12.1, a notice is deemed received on the next business day after successful electronic transmission unless the sender receives an automated non-delivery notification. A Party may also deliver a notice by an agreed written method. Cancellation, non-renewal and termination-for-convenience notices may be submitted using the methods specified in Section 12.1. Service and operational notifications may be delivered in the Services or by email. These notice provisions do not displace mandatory requirements for formal service of legal proceedings.
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16.9. Language. The English-language version of these Terms and the Agreement is controlling. If Modash makes a translation available, it is for convenience only and the English version prevails in the event of inconsistency, except where prohibited by mandatory law.

If you have questions about these Terms, contact Hello@Modash.io or Modash OÜ, Aia tn 10a-9, 10111 Tallinn, Estonia.

These API Terms of Service, together with the applicable Special Terms agreed between Modash and Customer in the API Services Agreement, constitute the legally binding agreement between the Parties (the "Agreement"). By executing the API Services Agreement or accessing or using the API Services under it, Customer agrees to be bound by the Agreement.
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“Customer” means the business, professional or other entity or person entering into the Agreement for commercial or professional purposes, including a sole trader acting in a business capacity; “you” and “your” refer to Customer. If you act on behalf of a legal entity, you represent that you have authority to bind that entity and its Affiliates. “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party. Where an Affiliate uses the Services under Customer’s Subscription, the contracting Customer remains responsible for that Affiliate’s compliance with the Agreement. If Customer does not agree to these Terms, Customer must not access or use the Site or Services.
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Customer represents and warrants that it enters into this Agreement and uses the Services solely in the course of its business or professional activities, and not as a consumer for personal, family or household purposes. Nothing in these Terms excludes any non-waivable rights applicable to a person who is a consumer under mandatory law.
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Where Customer subscribes to both Modash Platform Services and Modash API Services, these Terms govern only the API Services. Each service subscription is separate for purposes of access, fees, usage rights, suspension, termination and liability, unless expressly agreed otherwise. Suspension, cancellation or termination of one service does not automatically affect the other, except where broader action is reasonably necessary in response to a material breach, security risk or legal requirement.
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Contractual precedence. For the API Services, in the event of conflict, the following order of precedence applies: (i) applicable Special Terms or another separately negotiated written agreement; (ii) the Modash Data Processing Agreement (DPA), solely for matters within its subject matter concerning personal data processing; and (iii) these API Terms. A document takes precedence only for the Service and subject matter to which it applies. Nothing in this order of precedence removes any mandatory data-protection obligation.
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For purposes of these Terms, "Services" means the API Services unless the context expressly identifies another service; "Modash Data" means data, creator information (including Creator Data), reports, analytics and other data or content made available by Modash through the API Services, excluding Customer Data and Customer's own original materials. Modash and Customer are each a "Party" and together the "Parties".

From time to time, Modash may revise or amend these Terms. Modash will notify active customers by email of material changes, including a summary of key updates and a link to the revised Terms.
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Unless the applicable Special Terms or another separately negotiated written agreement provides otherwise, changes that materially and adversely reduce Customer’s contracted rights or core service functionality during a Committed Subscription Term will take effect no earlier than the next renewal of that Subscription. Other amendments may take effect during the Subscription Term following reasonable notice. Notwithstanding the foregoing, Modash may implement changes sooner where reasonably required by applicable law, security, third-party platform requirements, or urgent operational circumstances, and will provide notice where practicable. Continued use after the applicable effective date constitutes acceptance of the revised Terms, without prejudice to Customer’s existing payment commitments.

3.1. Subject to these Terms, the applicable Special Terms and payment of applicable fees, Modash grants Customer a limited, non-exclusive, non-transferable, worldwide right during the Subscription Term to access and use the API Services and to obtain Modash Data returned through the API ("API Results") for Customer's authorized business purposes. Customer's rights to use API Results lawfully obtained during the Subscription Term, including following expiration or termination, are governed by Sections 3.2, 3.3, 10 and 12.4.
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3.2. Customer may integrate API Services and API Results into its own applications, products, platforms, databases, workflows and services, including products that compete with Modash’s Platform Services. Customer may store, cache, reproduce, process, analyze, display and commercially exploit API Results as part of those products, subject to these Terms, applicable law and the Special Terms. This permission does not authorize the standalone resale of raw API Results or a substantially equivalent raw bulk data feed except where expressly agreed in writing.
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3.3. Customer may provide its customers and end users with access to functionality and data incorporated into Customer’s own products, including customer-facing creator databases and discovery tools. Unless expressly authorized by the Special Terms or a separate written agreement, Customer may not disclose API credentials, provide third parties with direct access to Modash API Services, offer a white-labeled Modash API, or resell API Results as a standalone raw or bulk dataset or API feed. Authorized reseller arrangements may expressly permit otherwise.
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3.4. API access requires active credentials issued or approved by Modash. Customer is responsible for its integration and for ensuring that all use through its credentials complies with these Terms.
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3.5. No attribution to Modash is required unless expressly specified in the applicable Special Terms or in an API plan expressly incorporated into those Special Terms.

4.1. Modash may update the API Services, documentation, schemas, endpoints and technical requirements from time to time. Modash will use reasonable efforts to provide at least 60 days' advance notice of material breaking changes or deprecations to generally available API endpoints where reasonably practicable, except where changes are required sooner for security, legal, third-party platform or emergency reasons.
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4.2. Modash will use commercially reasonable efforts to make the API Services available 24 hours a day, 7 days a week, except for planned maintenance (for which Modash will use reasonable efforts to provide at least 48 hours' advance electronic notice) and unavailability caused by circumstances beyond Modash's reasonable control. Unless expressly stated in the Special Terms or a separately agreed SLA, Modash does not guarantee uninterrupted API availability or a particular service level.
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4.3. Modash shall provide reasonable technical support in accordance with its standard API support practices, with an initial response to support queries, including issues preventing access to the API Services, within two (2) business days after receipt of the request. For this purpose, business days are Monday through Friday, excluding public holidays in Estonia. Any additional support commitments expressly set out in the applicable Special Terms shall also apply.
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4.4. Modash may suspend API access for non-payment, material breach, security or legal risk, excessive or abusive use, circumvention of usage controls, or as otherwise permitted by these Terms.
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4.5. Customer is responsible for adapting its integration to documented API changes and maintaining compatibility with supported versions.

You must provide accurate account and billing information and protect API keys, tokens, secrets and other authentication credentials against unauthorized access or disclosure. API credentials must not be embedded in publicly accessible client-side code or shared with unauthorized third parties.
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You are responsible for all API activity occurring through your credentials and must promptly notify Modash of known or suspected compromise. Modash may rotate, revoke or replace credentials where reasonably necessary for security, compliance, support or maintenance.

6.1. When processing personal data of individuals obtained through the Services, you may act as a controller under applicable data protection laws, including the EU General Data Protection Regulation and UK GDPR (collectively, the "GDPR"). Information about Modash's data protection and information security practices is described in the Modash Privacy Policy.
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6.2. To the extent Modash processes Personal Data on Customer's behalf as a processor under applicable Data Protection Laws, the Modash Data Processing Agreement (the "DPA") is incorporated by reference and forms part of this Agreement. "Personal Data" and "Data Protection Laws" have the meanings assigned to them in the DPA. For processor obligations, the DPA takes precedence over these Terms, subject to any expressly negotiated provisions in a signed agreement or Special Terms, to the extent consistent with mandatory Data Protection Laws.
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6.3. Where GDPR applies, each Party acts as an independent controller in relation to personal data that Modash (a) obtains from Customer to administer the Services, including billing and collections, and (b) obtains from third-party sources and makes available to Customer through the Services ("Creator Data"). The Parties do not jointly determine the purposes and means of processing Creator Data and do not act as joint controllers in relation to Creator Data.
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Each Party shall be independently responsible for compliance with applicable Data Protection Laws in relation to its own processing activities as an independent controller. This includes, in the case of Modash, its collection, sourcing and provision of Creator Data through the Services and, in the case of Customer, its subsequent processing, use, disclosure and retention of Creator Data. Nothing in this Section shall make either Party responsible for the other Party's independent processing activities or limit any responsibility imposed by applicable law.
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6.4. Subject to Section 6.2, in relation to personal data Customer provides to Modash for processing on Customer's behalf ("Customer Data"), Customer acts as controller and Modash acts as processor. Modash will process Customer Data to provide the Services in accordance with the Agreement and the DPA.
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6.5. Customer shall process Creator Data fairly and lawfully and is responsible for identifying and documenting an appropriate lawful basis for each processing purpose, providing all legally required privacy notices and transparency information, and obtaining consent only where applicable law requires consent. Customer shall comply with applicable data protection, privacy, direct marketing and communications laws, including applicable rights of data subjects.
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6.6. Modash may suspend or terminate access to the Services where it reasonably believes Customer's processing of personal data violates applicable law or creates material legal, security or privacy risk.

7.1. API Services are Charged Services and require an active subscription (a "Subscription") governed by the applicable Special Terms. Fees, billing currency, Subscription Term, included credits or requests, rate limits, overage rates, top-ups and other commercial conditions shall be as set out in the applicable Special Terms. “Subscription Term” means the then-current subscription period specified in the Special Terms, including any renewed period. “Committed Subscription Term” means the Subscription Term for which Customer has committed to pay fees under the applicable Special Terms, regardless of billing frequency or early termination.
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7.2. Unless expressly agreed otherwise, fees are payable in advance and are non-refundable. Customer remains responsible for charges incurred through its API credentials, including authorized usage and any applicable overage charges.
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7.3. API usage limits, credit allocations, validity periods, rollover rights, additional usage charges and other applicable commercial conditions shall be governed exclusively by the applicable Special Terms.
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7.4. Overdue amounts may accrue interest at 1% per month or the maximum lawful rate, whichever is lower, and Customer is responsible for reasonable collection costs.
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7.5. Modash may measure API usage through its systems and records for billing and enforcement of limits. In the event of a good-faith usage dispute, the Parties will reasonably cooperate to reconcile relevant records.
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7.6. Unless the applicable Special Terms state otherwise, annual API Subscriptions automatically renew for successive annual terms unless cancelled at least 60 days before the end of the current term.
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7.7. Taxes. Unless expressly stated otherwise in the Special Terms, all fees and charges are exclusive of VAT, sales, use, goods-and-services and similar indirect taxes and duties, which Customer shall pay where applicable. Where the reverse-charge mechanism applies, Customer shall account for VAT or other applicable indirect tax and provide accurate tax and VAT registration information. If law requires Customer to withhold tax from a payment due to Modash, Customer shall remit that tax and, to the extent legally permitted, increase the payment so that Modash receives the same net amount it would have received without such withholding, and shall provide reasonable documentation of the amount withheld.

8.1. Customer will use only documented and authorized API endpoints, methods and credentials and will comply with applicable technical documentation and reasonable security requirements communicated by Modash.
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8.2. Modash may apply rate limits, concurrency limits, credit limits, quotas or other technical controls to protect the API Services, third-party data sources and other customers. Customer must not circumvent or evade those controls.
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8.3. Customer may create derivative works, integrations, applications, dashboards, analyses, reports and other outputs using API Results, subject to these Terms and the applicable Special Terms. Customer owns its original software, code, designs and other original elements of those outputs; Modash and its licensors retain their rights in the API Services and underlying Modash Data.
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8.4. Customer may store, cache, retain and otherwise process API Results for the purposes authorized under these Terms, including following expiration or termination of the Subscription as provided in Section 12.4. Any contractual restriction on the duration of such retention must be expressly set out in the applicable Special Terms or a separate written agreement between the Parties. Nothing in this Section limits Customer's obligations under applicable law, including data protection laws, or any applicable third-party rights. Customer must implement reasonable measures to prevent unauthorized extraction or redistribution of API Results from Customer's products.
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8.5. Modash may monitor API usage, including request patterns, volumes and technical metadata, to operate, secure, support, bill and improve the API Services and to verify compliance with these Terms and applicable usage limits.
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8.6. Customer is responsible for its own applications, integrations and end-user relationships. Modash has no obligation to provide support directly to Customer's end users unless expressly agreed in writing.

9.1. API Results may include data and content derived from or dependent on third-party sources. API Results may be incomplete, inaccurate, unavailable or out of date, and Modash does not warrant their accuracy, completeness or continued availability.
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9.2. Third-party platforms may modify, restrict or prevent access to data or interfaces on which API Results depend. Modash may modify or cease providing affected API Results where reasonably necessary as a result.
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9.3. Customer may use API Results in authorized derivative products, integrations and services under Sections 3.2 and 3.3. Customer may not use API Results for purposes regulated by the U.S. Fair Credit Reporting Act, including determining eligibility for credit, insurance or employment.
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9.4. Service Usage and Anonymous Data. Subject to applicable law and the DPA, Modash may collect and analyze technical and operational usage information about Customer’s use of the Services (such as request volumes, activity logs, performance metrics, feature adoption, support and billing metadata) to operate, secure, monitor, analyze, support, improve and develop the Services and related products. Such information does not include Customer Data or Customer Confidential Information except as needed to provide the Services or as otherwise lawfully permitted. Modash may use data that has been genuinely anonymized or aggregated so that neither Customer nor any individual is reasonably identifiable, for lawful analytics, research, product development and related business purposes. Any anonymization or aggregation of Customer Data while Modash acts as processor shall be performed only in accordance with the DPA and Customer’s documented instructions or another valid legal basis. Modash shall not use Customer Data or Customer Confidential Information to train or fine-tune AI or machine-learning models for Modash’s or any third party’s general purposes without Customer’s prior written agreement. Nothing in this Section expands Modash’s rights to process personal data on Customer’s behalf beyond the Agreement and DPA.
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9.5. Modash retains all right, title and interest in the API Services and Modash Data. Customer retains all right, title and interest in Customer's original applications, integrations, code and derivative products, excluding Modash Data and Modash intellectual property incorporated in them.

Customer may use the API Services only as authorized by these Terms and the applicable Special Terms. Customer must not:
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10.1. exceed, bypass or circumvent credits, request limits, rate limits, concurrency limits, quotas, access controls or other technical restrictions;
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10.2. access the API Services without fulfilling applicable payment obligations;
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10.3. disclose, sell, transfer or make API credentials available to unauthorized third parties;
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10.4. scrape, crawl, spider, harvest or use bots, scripts or other automated means to extract data from the Modash web application or Site as a substitute for, supplement to, or means of circumventing the API Services or applicable API limits. Prohibited activity includes (i) automated web searches or requests in a volume, frequency or pattern indicating unauthorized automated usage; (ii) data extraction outside documented API endpoints or expressly authorized Modash features; and (iii) circumvention of credits, rate limits, quotas, access controls or technical restrictions. Authorized API requests within the scope and limits of the applicable Special Terms are not prohibited by this paragraph merely because they are automated or high volume. Any unauthorized automated extraction constitutes a material breach of these Terms and may result in immediate suspension of affected credentials and access without prior notice.
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10.5. provide third parties with direct access to Modash API Services or credentials, white-label or resell the Modash API, or sell or distribute API Results as a standalone raw or bulk dataset or raw data feed, except as expressly authorized in the Special Terms or a separate written agreement. This restriction does not prohibit selling Customer’s own products, platforms, applications or creator databases incorporating API Results as permitted under Sections 3.2 and 3.3;
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10.6. replicate, resell or offer a standalone API service or raw data feed substantially equivalent to the Modash API Services, except as expressly authorized in the Special Terms or a separate written agreement. For clarity, Customer may develop and commercialize products that compete with Modash’s Platform Services, including creator discovery tools and customer-facing databases, as permitted under Sections 3.2 and 3.3;
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10.7. reverse engineer, probe or attempt to discover non-public source code, algorithms, models, infrastructure or technical components of the API Services, except to the extent prohibited by law;
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10.8. use the API Services or API Results in violation of applicable law, third-party rights, privacy obligations or applicable third-party platform terms;
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10.9. use the API Services to facilitate harassment, unlawful surveillance, harm to minors, unlawful activity, unauthorized access or deliberately false or misleading information;
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10.10. interfere with, disable, overload, disrupt or materially degrade the API Services or other customers' use of them;
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10.11. create multiple API tokens, keys, accounts or credentials for disruptive, abusive or circumvention purposes, including to evade usage limits, payment obligations, or promotional-plan restrictions. Where Modash reasonably identifies such conduct, it may suspend or revoke related credentials and access to the API Services, without refund to the extent permitted by applicable law.
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10.12. use the API Services or Site in a manner that materially harms or is reasonably likely to harm Modash, its affiliates, resellers, distributors, customers, service providers or suppliers, including through fraud, abusive conduct or intentional interference with operations.
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10.13. be (a) a person or entity subject to asset freezes or other restrictive sanctions imposed, administered or enforced by the European Union, United Nations, United Kingdom or United States, including a person designated on a relevant sanctions list; (b) an entity owned, directly or indirectly, 50% or more, individually or in the aggregate, by one or more such sanctioned persons, or controlled by any such person; (c) a person or entity accessing or using the Services from a country or territory subject to a comprehensive embargo under any such sanctions regime; or (d) a person or entity that makes the Services or Modash Data available to or for the benefit of sanctioned persons, or exports, re-exports, transfers or uses the Services or Modash Data in breach of EU, UN, UK, US or any other applicable sanctions or export-control requirements. Customer represents and warrants ongoing compliance with this provision and shall not permit any Affiliate or authorized user to engage in the prohibited conduct.

Modash may identify Customer as a customer or use Customer's company name, logo, trademarks or other identifying marks in customer lists, on the Modash website, in case studies or in any other marketing or publicity materials only with Customer's prior written approval. Any such use must remain within the scope of the approval and must not disclose Confidential Information. Except as expressly approved in writing, neither Party may use the other Party's name, logo, trademarks or other identifying marks for marketing or publicity purposes.

12.1. Cancellation, Non-Renewal and Termination for Convenience. Customer may cancel automatic renewal of the API Services in accordance with Section 7.6. Customer may provide notice of non-renewal or termination for convenience by email to Hello@Modash.io; such email constitutes written notice for purposes of this Section, provided it identifies the Customer and the relevant API Services Agreement. Such notice is effective when successfully sent without an automated non-delivery notice. Cancellation of automatic renewal does not terminate the Subscription before the end of the then-current Subscription Term. Customer may separately terminate its Subscription for convenience at any time by providing written notice to Modash. Such termination takes effect on the date specified in the notice (which may not be earlier than the effective time of the notice under this Section) or, if no date is specified, when the notice is effectively submitted or sent under this Section. Upon termination for convenience, Customer’s access to the API Services ceases. All fees paid or payable for the then-current Committed Subscription Term remain non-refundable and payable in full, except to the extent otherwise required by applicable law. Any unpaid portion of those fees, including installments not yet due under the agreed billing schedule, shall become immediately due and payable in full upon the effective date of termination.
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12.2. Modash may suspend or terminate API access for material breach, unlawful use, security or compliance risk, non-payment, abuse of technical limits, required legal action, extended periods of inactivity, or discontinuation of the relevant API Service. Where a breach is reasonably capable of cure, Modash may provide an opportunity to cure unless immediate action is reasonably necessary.
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12.3. On termination or expiration, Customer's right to make new API requests and use API credentials ceases immediately. Customer must stop representing that it has active access to the API Services.
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12.4. Customer may indefinitely retain, use, reproduce, process and commercially exploit API Results lawfully obtained during the Subscription Term, including through Customer’s products, applications, platforms, databases and customer-facing services, even after expiration or termination. Customer may continue selling products incorporating historical, unrefreshed API Results, including products competing with Modash’s Platform Services. Such rights remain subject to applicable law, third-party rights, the restrictions on standalone raw data/API redistribution in these Terms and any restrictions expressly agreed in the Special Terms. Termination does not grant any right to new API requests, updated API Results, refreshed data or continued API access, and does not displace applicable data protection or deletion obligations.
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12.5. Provisions that by their nature should survive termination, including accrued payment obligations, confidentiality, proprietary rights, restrictions applicable to retained data, disclaimers, indemnities, limitations of liability and governing law, will survive.

Modash and its licensors retain all right, title and interest in and to the Services, Site, software, documentation, interfaces, methodologies, technology and Modash Data, except for rights expressly granted under these Terms. No implied licenses are granted.
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You must not remove, obscure or alter proprietary rights notices displayed in the Services. Third-party marks and content remain the property of their respective owners.
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If you provide feedback or suggestions regarding the Services, you grant Modash a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable right to use and incorporate that feedback for any purpose without restriction or obligation.

14.1. "Confidential Information" means information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), whether orally or in writing, that is designated confidential or reasonably should be understood to be confidential given its nature or the circumstances of disclosure. Customer Confidential Information includes Customer Data. Modash Confidential Information includes non-public aspects of the Services, technology, documentation and security. Each Party's Confidential Information includes non-public business, marketing, product, technical and financial information.
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14.2. Confidential Information excludes information that the Receiving Party can demonstrate: (i) is or becomes public without breach of this Agreement; (ii) was lawfully known to it without confidentiality obligation before disclosure; (iii) is lawfully received from a third party without confidentiality obligation; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.
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14.3. The Receiving Party will protect the Disclosing Party's Confidential Information using at least reasonable care, use it only for purposes of the Agreement, and disclose it only to personnel and contractors who need access for those purposes and are bound by confidentiality obligations no less protective than those in these Terms.
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14.4. The Receiving Party may disclose Confidential Information to the extent required by law, provided it gives prior notice where legally permitted and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

15.1. Customer shall defend, indemnify and hold harmless Modash and its Affiliates, officers, employees and agents from and against third-party claims, damages, losses, liabilities, costs and reasonable legal fees, but only to the extent arising from: (a) Customer's breach of these Terms, the applicable Special Terms or applicable law; (b) Customer's development, operation, marketing, sale or provision of its own applications, products, platforms, databases or services incorporating API Results, including Customer's representations, warranties or commitments to its customers or end users; (c) Customer's own collection, combination, modification, processing, disclosure or distribution of API Results, including any infringement of third-party rights resulting from those activities; or (d) Customer's unauthorized access to, use of or redistribution of the API Services or API Results.
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Customer shall have no obligation to defend or indemnify Modash to the extent a third-party claim is caused by Modash’s own acts or omissions in sourcing, collecting, licensing, processing or providing API Results, or by an issue inherent in the API Results as originally supplied by Modash, provided Customer used the relevant API Results within the rights granted by the Agreement. Where both Parties contribute to a claim, Customer’s indemnification obligation shall apply only to the extent caused by Customer’s own acts, omissions or obligations. This allocation of indemnity responsibility is not an admission that any data or rights violation has occurred, does not create a separate indemnification obligation for Modash, and does not modify the agreed limitations of Modash’s liability.
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15.2. THE API SERVICES AND API RESULTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" TO THE MAXIMUM EXTENT PERMITTED BY LAW. MODASH DISCLAIMS IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MODASH DOES NOT WARRANT UNINTERRUPTED API AVAILABILITY, PARTICULAR BUSINESS RESULTS, OR THE ACCURACY, COMPLETENESS OR CONTINUED AVAILABILITY OF THIRD-PARTY DATA.
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15.3. Modash is not liable for failures, inaccuracies, changes or unavailability caused by third-party platforms, third-party APIs, data sources, networks or infrastructure outside Modash's reasonable control, or for Customer's integration, applications or downstream use of API Results.
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15.4. To the maximum extent permitted by law, Modash's aggregate liability arising out of or relating to the Agreement or API Services will not exceed the fees actually paid by Customer to Modash for the API Services during the twelve months preceding the event giving rise to the claim.
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For customers purchasing both Platform Services and API Services, the foregoing cap is calculated by reference to the Service or Services giving rise to the claim. Where a single event gives rise to claims involving both services, the combined aggregate cap for that event shall not exceed the sum of the fees qualifying for the respective service-specific liability caps under the applicable Platform and API Terms during the preceding twelve (12) months. In particular, Creator Services consideration, payment funding and unused Modash Payments balances excluded by the Platform Terms shall not be counted in the combined cap. The same loss may not be recovered more than once. Any different cap expressly agreed in the applicable Special Terms or other separately negotiated written agreement prevails for the Services it covers.
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15.5. To the maximum extent permitted by applicable law, Modash shall not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages, including loss of profits, revenue, business opportunity, goodwill or data, even if advised of the possibility of such damages.

16.1. These Terms and the Agreement are governed by the laws of Estonia, without regard to conflict-of-laws principles.
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16.2. The Parties will first attempt in good faith to resolve any dispute arising out of or relating to the Agreement through mutual negotiations.
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16.3. If an amicable resolution cannot be reached within a reasonable period, the dispute will be subject to the exclusive jurisdiction of Harju County Court in Tallinn, Estonia.
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16.4. Assignment. Customer may not assign or transfer the Agreement or any rights or obligations under it without Modash’s prior written consent. Modash may assign or transfer the Agreement without Customer’s consent to an Affiliate or in connection with a merger, acquisition, sale of all or substantially all relevant assets or business, corporate reorganization or change of control, provided the assignee assumes the applicable contractual obligations. Modash may give Customer notice of the assignment when reasonably practicable. Any purported assignment in breach of this Section is ineffective to the extent permitted by applicable law.
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16.5. Entire Agreement. The Agreement, including the applicable documents identified in Section 1 and any incorporated DPA, constitutes the entire agreement between the Parties concerning the relevant Services and supersedes prior or contemporaneous proposals, discussions and communications on that subject matter, except to the extent expressly preserved in a signed written agreement. No provision of this Section supersedes an applicable negotiated Special Terms agreement or a separately signed non-disclosure agreement unless expressly stated.
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16.6. Severability. If a provision of the Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in force. The Parties shall, to the extent permitted by law, replace the affected provision with an enforceable provision that most closely reflects its commercial purpose.
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16.7. No Waiver. Failure or delay by either Party to enforce a right or remedy shall not constitute a waiver of that right or remedy, and any waiver shall be effective only if made in writing by the Party granting it. A waiver of one breach is not a waiver of another breach.
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16.8. Notices. Legal and contractual notices may be sent by email. Notices to Modash shall be sent to Hello@Modash.io; notices to Customer shall be sent to the primary business or account administrator email address registered with Modash, or another address notified in writing for contractual notices. Except for cancellation, non-renewal and termination-for-convenience notices under Section 12.1, a notice is deemed received on the next business day after successful electronic transmission unless the sender receives an automated non-delivery notification. A Party may also deliver a notice by an agreed written method. Cancellation, non-renewal and termination-for-convenience notices may be submitted using the methods specified in Section 12.1. Service and operational notifications may be delivered in the Services or by email. These notice provisions do not displace mandatory requirements for formal service of legal proceedings.
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16.9. Language. The English-language version of these Terms and the Agreement is controlling. If Modash makes a translation available, it is for convenience only and the English version prevails in the event of inconsistency, except where prohibited by mandatory law.

If you have questions about these Terms, contact Hello@Modash.io or Modash OÜ, Aia tn 10a-9, 10111 Tallinn, Estonia.

All of the terms and conditions stated herein apply without modification by you and together constitute a legally binding agreement between you and Modash (the “Agreement”). By using or accessing the Site and/or Services, you understand and agree to abide by these Terms whether on your own behalf or on behalf of a legal person you represent. If you are entering into these Terms on behalf of a legal person, you represent that you have the authority to bind the legal person and its affiliates to these Terms, in which case the terms “you” or “your” shall refer to that legal person and its affiliates. If you do not agree, you may not use or access the Sites and Services.

From time to time, Modash may revise, amend or otherwise change these Terms without prior notice to you. You acknowledge and agree that it is your responsibility to review these Terms of Service periodically for changes. You agree that your use of the Services after the effective date of such change will constitute your consent to the revised, amended, or otherwise changed Terms. If you do not agree to the changes, you must stop using the Services. Modash will send a notification email to all active customers informing them of changes to the Terms of Service. The email will include a summary of key updates and a link to review the revised Terms.

3.1. Modash provides you with a limited, non-exclusive, non-transferable, personal and non-assignable permission to use the Site and the Services. For API subscriptions, this license includes the right to build and distribute derivative products, integrations, or services incorporating Modash Data, subject to your subscription limits. All restrictions on usage are outlined in Section 9 (Prohibited Uses), which supersedes any conflicting terms previously mentioned here. Some services, including Modash Payments and Modash API Services, are available upon request and can only be activated by Modash.

3.2. Modash API Services Access & Licensing. Modash provides an API that enables users to programmatically access creator data and other platform features. Access to the API is subject to these Terms and requires an active API subscription or separate agreement. Technical support for the API is provided in accordance with Modash's standard API support policies.

4.1. You understand and agree that Modash may modify, terminate, suspend, or otherwise adjust any and all aspects of the Services at any time without prior notice to you. For API customers, Modash will provide reasonable advance notice (60 days) of material changes or deprecations to API endpoints that may impact integrations. Continued API access requires compliance with updated API policies and technical changes. Modash does not guarantee uninterrupted access to the API.

4.2. Modash shall use commercially reasonable efforts to make the Modash Services and Site available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Modash will use reasonable efforts to give a 48 hours’ advance electronic notice such as via an in-application banner), and (b) any unavailability arising from force majeure.

4.3. Modash shall provide reasonable technical support to you in accordance with Modash’s standard practice, guaranteeing a response time within 48 hours to any support queries or issues that prevent you from accessing the Modash Services or Site on any regular business day.

4.4. You acknowledge and agree that Modash can disable access to Services for non-payment or other material breach of the Terms, you may be prevented from accessing your files or other content which is contained in Modash Site or Services, as specified in Section 11 (Termination).

4.5. You acknowledge and agree that you are allowed to use only one account per person. Enforcement details are outlined in Section 9.20.

As part of the registration process, you may be required to provide certain information including, but not limited to, your name, the business name, address, phone number, credit card, and email address. You agree that any registration information you give to Modash will always be accurate, correct and up to date. You are responsible for protecting any tokens, keys or passwords for Modash Site and Services from unauthorized access. You will be held responsible for any activity that occurs under your tokens, keys or passwords. You are solely responsible for any and all activity that occurs on or through your tokens, keys or passwords. You agree to notify Modash immediately of any unauthorized use of your tokens, keys, passwords or any other breach of security. Modash may access your tokens, keys, passwords from time to time to provide You assistance with technical or billing issues or in order to maintain or improve the Services.

6.1. You acknowledge that when processing personal data of individuals that you obtain through your use of the Site and the Services, you may become a “controller” of personal data for the purposes of data protection laws including the EU General Data Protection Regulation and the UK General Data Protection Regulation (collectively the “GDPR”). Information about our data protection and information security practices, including our ISO/IEC 27001 certification, is described in our Privacy Policy.

6.2. To the extent that Modash processes Personal Data on Customer’s behalf as a processor under applicable Data Protection Laws, the Modash Data Processing Agreement (the “DPA”) is incorporated by reference and forms part of this Agreement. In the event of any conflict between this Agreement and the DPA with respect to data protection matters, the DPA shall control.

6.3. If GDPR applies to you, you hereby acknowledge that as between you and Modash (each a “Party” and together the “Parties”):

(1) each Party is an independent controller for the purposes of the GDPR in relation to personal data that Modash (a) obtains from you to administer the Services, including to carry out billing and collections, and (b) obtains from third party sources and provides to you through the Site and the Services (the “Creator Data”);

(2) the Parties do not jointly determine the purposes and means of processing Creator Data and do not act as joint controllers.

6.4. Subject to Section 6.2, you agree that in relation to personal data you provide to Modash when you make use of the Site and the Services (“Your Data”), you act as an independent controller for the purposes of the GDPR, and Modash acts as your processor. You agree that:

6.5. Modash will process Your Data to provide you with certain elements of the Services, in accordance with your instructions. Your instructions are documented in this Agreement. Unless prohibited by applicable law, Modash will inform you if Modash is subject to a legal obligation that requires Modash to process personal data in contravention of your instructions. 

(1) Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Modash will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk. Modash will notify you without undue delay after becoming aware of a personal data breach involving Your Data. Modash will ensure that all personnel authorized to process Your Data are subject to an obligation of confidentiality.

(2) You hereby authorize Modash to engage processors. Modash will enter into a written agreement with such processors which imposes the obligations required under the GDPR. Modash will notify you of any intended change to its processors. 

(3) Taking into account the nature of the processing, and the information available to Modash, Modash will assist you, including, as appropriate, through implementing technical and organizational measures, with the fulfillment of your obligations under the GDPR to: comply with requests made by data subjects to exercise their rights; conduct data protection impact assessments, and prior consultations with supervisory authorities; notify supervisory authorities of personal data breaches. 

(4) If Modash transfers personal data to any country outside of the UK or the EEA, Modash will follow any necessary requirements according to the GDPR. 

(5) You may request the return of Your Data up to thirty (30) days after termination of your access to the Services in accordance with Section 11.

6.6. You agree to only collect, use, and disclose the personal data of the creators in a fair and lawful manner. You will not use the personal data of the creators for any unlawful or unethical purposes, and will respect their reasonable expectation of privacy.

6.7. You are responsible for obtaining necessary consent from the creators before collecting and processing their data through Modash’s monitoring services.

6.8. In the event that you violate these terms or engage in any unlawful or unethical behavior, Modash reserves the right to terminate your access to the Services at any time, without notice. Modash takes the fair and lawful treatment of personal data very seriously and will not tolerate any violations of these principles.

7.1. Certain features of the Site or the Services, including Modash Payments, Modash API Services, are associated with charges or fees (“Charged Services”). For use of such Charged Services you may purchase access to a plan (a “Subscription”) and other fees will apply for the use of Modash Payments as agreed separately.

7.2. Subscription plan. All charges and fees are listed in USD unless expressly identified otherwise. You agree to pay any applicable charges and fees associated with your use of the Charged Services either by upfront quarter payment for the entire value of Subscription or in monthly installments.

7.3. To access the parts of the Services that are associated with charges and fees, you must provide requested details and follow applicable billing procedures. Billing procedures are subject to change at any time without prior notice to you. By providing a payment method, you represent that you are authorized to use the payment method you provided and that the information provided by you is true and accurate. Modash accounts can be billed in advance on a monthly basis and are non-refundable. There will be no refunds or credits for partial use of Charged Services, upgrade/downgrade refunds, refunds for unused features, or refunds for failures or inaccessibility of Service due to circumstances beyond Modash control. In order to treat everyone equally, no exceptions will be made. Downgrading your Service may cause the loss of content, features. Modash does not accept any liability for such loss. Modash reserves the right to suspend or terminate your access to the Services for nonpayment. If your Subscription is terminated for any reason, you are still liable for a remaining unpaid period of your Subscription if your Subscription is purchased on a monthly basis. Modash may recover such payments due and in that case you will bear all the expenses related to such recovery or/and debt collection.

7.4. If you do not pay all charges or fees when due, then those amounts may accrue late interest at the rate of 1% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

7.5. Country and Currency Availability for Paid Services. Certain Services, such as Modash Payments (including Modash Affiliates Payments), are only available in specific countries and support select currencies. The list of supported regions and payment options is periodically updated on the Site. Please check the Site for the most current information before initiating transactions. Please refer to the Site for the most up-to-date information on supported regions and payment options.

7.6. All subscriptions are automatically renewed at the end of each subscription period unless you cancel your subscription within the Modash Platform at least before the end of the current term for monthly plans, and 60 days prior the end of the current term for yearly plans. If you do not cancel within this timeframe, your subscription will continue for another term under the same conditions.

8.1. Modash Payments enables Customers to procure and pay for approved creator services, including services relating to affiliate marketing campaigns. Where Modash Payments is used, Modash acts in its own name in relation to the purchase and supply of the applicable approved creator services. Modash purchases those creator services from the creator and separately supplies them to the Customer. The Customer receives all intellectual property rights in the Creator Services as agreed under the applicable campaign terms. For clarity, the contractual supply of Creator Services through Modash described above does not require Modash to acquire ownership of intellectual property rights in the Creator Services. Any intellectual property rights agreed for the applicable campaign may pass directly from the Creator to the Customer.

8.2. Modash's obligation to pay for and complete the purchase of the applicable Creator Services is conditional upon: (i) the Customer having initiated a valid payment request through the Services; (ii) the applicable Creator Services having been approved in accordance with the applicable campaign terms; (iii) the Creator having submitted all required invoicing and payment information; (iv) the Customer having sufficient available funds; and (v) all applicable legal, compliance and operational requirements having been satisfied.

8.3. The Customer is responsible for ensuring that all payment requests, payment amounts, creator information, approvals and payment instructions submitted through its account are accurate, complete and authorized. Modash may rely on any payment request, approval or instruction submitted through the Customer’s account by an authorized user and shall not be liable for acting in accordance with such request, approval or instruction, except to the extent resulting directly from Modash’s gross negligence or willful misconduct.

8.4. If a payment is made due to an error, duplicate instruction, technical malfunction, fraud or unauthorized activity, Modash may, to the extent permitted by applicable law, reverse, offset, recover or otherwise correct the payment. The Customer agrees to reasonably cooperate with Modash in investigating and resolving any such payment error.

8.5. Modash may decline, suspend, delay, withhold or refuse to process any payment where reasonably necessary to comply with applicable law, tax obligations, sanctions, anti-money laundering (AML), know-your-customer (KYC) requirements, fraud-prevention measures, requests from payment providers or financial institutions, or where Modash reasonably suspects fraud, unauthorized activity, inaccurate or incomplete information, or a breach of these Terms. Modash will process the payment as soon as reasonably practicable after the relevant issue has been resolved. Modash may suspend access to Modash Payments at any time where it reasonably believes continued access presents legal, financial, compliance or fraud risk.

8.6. Modash may establish and administer reasonable operational rules for Creator Services processed through Modash Payments, including requirements relating to approval, invoicing, payment, adjustments, refunds and disputes. Where a dispute arises in relation to Creator Services processed through Modash Payments, Modash may investigate the transaction and suspend, adjust, withhold or reverse the relevant payment where reasonably necessary to resolve the matter or comply with these Terms.

8.7. Modash determines the payment methods, payment providers, supported countries, currencies and payout options available through Modash Payments and may add, remove or modify them from time to time. Modash is not obliged to support any particular payment method, payment provider, country or currency requested by the Customer or a creator.

8.8. Where currency conversion is required to complete a payment, the conversion will be performed using the exchange rate made available by Modash’s payment providers at the time of the transaction. The amount ultimately received by the creator may differ from the requested payout amount due to exchange-rate fluctuations, conversion spreads or other foreign-exchange costs applied by payment providers or financial institutions. Unless expressly stated otherwise, Modash does not charge an additional currency-conversion fee.

8.9. Payments may be processed through third-party payment providers, banks, correspondent banks and other financial institutions. Modash does not guarantee any particular processing or settlement time and shall not be liable for delays, deductions or failures caused by such third parties, banking holidays, payment-network interruptions or circumstances beyond Modash’s reasonable control, except to the extent resulting directly from Modash’s gross negligence or willful misconduct.

8.10. Without limiting the foregoing, Modash shall not be responsible for delays, suspensions or failures in payment processing resulting from payment systems, banking networks, sanctions screening, regulatory or compliance reviews, fraud prevention measures, or force majeure events. Where reasonably practicable, Modash will process the payment promptly once the relevant issue has been resolved.

8.11. The Customer is responsible for ensuring that its use of Modash Payments, its engagement of creators and its payment instructions comply with the tax, employment, sanctions and other legal or regulatory requirements applicable to the Customer and its relationship with creators, except to the extent Modash expressly assumes a particular responsibility in writing.

9.1. You may use the data/content collected and displayed from your use of the Service solely for informational purposes. You understand and acknowledge that such data/content may not be exhaustive. Modash does not guarantee the accuracy of data/content provided through the Services. Any use of the data/content created by Modash except as specifically described herein is strictly prohibited. Furthermore, government regulations and/or compliance with applicable laws may prevent Modash from using certain data/content or providing it to you. Additionally, you agree that Modash’s Services and the data/content provided cannot be used for any purposes related to the Fair Credit Reporting Act (FCRA), including but not limited to determining eligibility for credit, insurance, employment, or other purposes governed by the FCRA.

9.2. You acknowledge that the data/content collected and displayed through the Services may require availability of third party sites, and such third parties may prevent Modash from generating such data/content. Modash does not guarantee that the Services, or any content available via the Services, will always be available or be uninterrupted. 

9.3. You agree that you shall evaluate and bear all risks associated with the Services, including any reliance on the accuracy, completeness, or integrity of such Services. By using the Site and Services, you represent and warrant that you have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of the information made available in the Site and Services, and make effective use of the Services provided by Modash as an analytical tool. You acknowledge that the Services are made available to you without any warranties or guarantees that the data/content provided is accurate, complete or up to date. 

9.4. You acknowledge that by accessing the Site, you may come into contact with content that you find harmful, offensive, threatening, indecent or objectionable and you acknowledge that Modash shall have no liability to you for the content including, but not limited to explicit language and other potentially offensive material.

9.5. You shall acknowledge Modash as the source of the data/content; if you use/show data/content from Modash online, you shall link to Modash website, place the Modash logo and credit the source as follows: “powered by Modash”.

9.6. To the extent permitted by applicable law, Modash may use Your Data to support and develop features and functionality within the Modash Site and Services and similar products and services. Modash may also analyse system activity data associated with use of the Modash Site and Services (including Modash API Services) by you for the purposes of optimizing, improving or enhancing the way the Modash Site and Services operate (or monitoring and auditing the use of API to ensure compliance), and to create new features and functionality in the sole discretion of Modash. During or after the use of the Modash Site and Services by you, Modash may, and you hereby instruct Modash to, anonymize or aggregate Your Data and use such anonymized or aggregated data for any purpose.

9.7. Modash retains all rights, title, and interest in and to the Services and Data. For clarity, API customers retain all rights, title, and interest in and to their own derivative works, integrations, applications, dashboards, reports, or other outputs created through their authorized use of the API and Data, provided such use complies with their subscription limits. Nothing in these Terms transfers ownership of Modash’s intellectual property to you, or ownership of your derivative works to Modash.

You may only use the Service as specified above. You are restricted from using the Service for any other usage, including:

10.1. You may only use the service to the degree outlined in your plan. Your plan can be found at https://marketer.modash.io/billing/current-plan unless agreed upon separately.

10.2. Use of Charged Services without fulfilling payment responsibilities.

10.3. Use any means to modify or reroute the Service.

10.4. You may not use the Services or Site for any form of automated data extraction. This includes, without limitation: Scraping, crawling, spidering, or harvesting data from the Site or Services; Using bots, automation tools, scripts, or any other programmatic means to collect, save, or export data in bulk beyond the functionality, limits, or channels intentionally offered and documented by Modash (e.g., misuse outside the Modash API, Bulk Export, or other official features); Performing searches or requests through the web application in a volume, frequency, or pattern that indicates automated usage not routed through Modash’s authorized API or exceeds your permitted API rate limits;Attempting to circumvent usage limits, rate limits, quotas, or technical restrictions implemented by Modash.Any such activity constitutes a material breach of these Terms. Modash reserves the right to immediately suspend or terminate your account and restrict access to the Services without notice if we detect automated scraping or similar prohibited activity.

10.5. Except as expressly permitted by applicable law or under your subscription plan, you may not copy, modify, distribute, sell, or lease any part of the Services or Data, nor reverse-engineer or attempt to extract the source code of the software. Customers with an active API subscription are expressly permitted to use the API and Data to create derivative works, integrations, dashboards, or other products, provided such use remains within the limits of their subscription plan.

10.6. Except as expressly permitted, you may not sublicense, resell, or redistribute the Services or Data to third parties. Notwithstanding the foregoing, agencies and similar service providers with an active subscription may use the Services and Data in the ordinary course of delivering services to their own clients, provided that the agency remains the contracting party and user of record with Modash.

10.7. Copy, modify, create a derivative work from, reverse engineer or reverse assemble the Service, or otherwise attempt to discover any source code, or allow any third party to do so. Nothing in these Terms prevents API customers or agencies from building derivative products so long as such use complies with the terms of their subscription, including any applicable credit, rate, or usage limits.

10.8. Use the Services in any way that harms Modash, its affiliates, resellers, distributors, customers, service providers and/or suppliers, as determined by Modash in its sole discretion;

10.9. Use the Services in any manner that could damage, disable, overburden, or otherwise harm the Services and/or Site or interfere with any other party's use and enjoyment of the Services and/or Site;

10.10. Use any meta tags or any other "hidden text" utilizing Modash's name or trademarks without the prior written consent of Modash;

10.11. Display the Site in frames or utilize any other techniques to display the Site (or any content on the Site) without the prior written consent of Modash;

10.12. Use the Services in any manner which is contrary to the provisions of any applicable third party terms of use or other agreements (including any requirement to secure written permission prior to making certain utilization of content);

10.13. Use the Services to "stalk" or otherwise harass another person;

10.14. Employ any technique to compile any false or misleading information or content;

10.15. Harm minors in any way;

10.16. Provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;

10.17. Use the Services in any manner that violates or infringes the rights of any third parties, including without limitation copyright, trademark, patent publicity, or other proprietary rights;

10.18. Use the Services to gain unauthorized access to any third party services, user accounts, computer systems, or networks;

10.19. Use the Modash domain name or other contact information as a pseudonymous reply email, postal, and/or fax address (or any other type of return address) for any communication transmitted from another location or through another service or otherwise impersonate Modash or any other third party;

10.20. Create multiple tokens, keys or passwords for disruptive or abusive purposes, or with overlapping use cases. Mass tokens, keys or passwords creation may result in suspension of all related tokens, keys or passwords. Please note that any violation of these Terms of Service is cause for permanent suspension of all tokens, keys or passwords.

10.21. You acknowledge and agree that in case Modash detects multiple accounts or/and promotion plans established for one person, Modash at its sole discretion may, without warning and refund, terminate such multiple accounts or/and promotion plans.

You grant Modash the right to add your name and company logo to its customer list and website. Modash may also create and publish case studies or similar marketing materials based on publicly available information about your company, provided that no confidential or proprietary information is disclosed. Except for the foregoing, neither party may use the other party’s name, logo, or any other identifying information without the other party's prior written consent.

12.1. You may cancel the Services at any time, with or without cause. You understand and accept that by canceling the Services: (i) you may not receive a refund (except your balance for Modash Payments Services, which will be refunded after deduction of all fees (if applicable, including Modash Commission Fee, minimum Modash Payments Commission), interest for late payment etc.); (ii) you may be obligated to pay all charges due until the end of the Subscription; (iii) you may lose access to and use of your tokens, keys or passwords and any Services and credits contained therein.

12.2. You acknowledge and agree that Modash may terminate keys or passwords for cause with or without prior notice to you. Cause for termination includes but is not limited to infringement or violation of the Terms, in particular but not limited to violation of Sections 6.6, 9.1 and 9.2 thereof, partial or complete discontinuance of the Services and/or Site, extended periods of inactivity, request to do so by law, and non-payment of fees or charges owed by you to Modash.

12.3. Cancellation or termination will result in immediate cessation of access to the Services, and deletion of your tokens, keys or passwords and all Services contained therein. All terminations are at the sole discretion of Modash, and you agree that Modash shall not be liable to you or any third party as a result of termination.

12.4. Upon termination or expiration of this Agreement for any reason, all licensed rights granted in this Agreement to you will immediately cease to exist and you will irrecoverably delete any and all data you received from Modash except to the extent retention is required by applicable law or permitted under the DPA. Sections 6 to 10, 12 to 16, as well as your obligation to pay any fees applicable, including but not limited to those under sub-section 11.1 (ii) above, will survive any expiration or termination of this Agreement for any reason.

You acknowledge and agree that the Site and Services are the exclusive property of Modash and except as may be otherwise provided herein, Modash does not grant any express or implied right in them to you. You agree not to remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Site. Modash owns the copyright for the Site as a compilation, and all Services accessible from the Site. All content included on the Website, such as text, graphics, logos, button icons, images, data compilations, and software, is the property of Modash or its content suppliers and protected by international copyright laws. Any third party marks displayed on the Site and/or Services are the property of their respective owners. You further acknowledge that the Services may contain information which is designated confidential and that you shall not disclose such information without Modash's prior written consent.If you provide Modash with any feedback, Modash shall have the right to use such feedback at its discretion, including the incorporation of such suggested changes into the Modash Site and Services. You hereby grant Modash a perpetual, irrevocable, nonexclusive, assignable, sub-licensable, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use such feedback for any purpose.

If you have any questions about these Terms, please contact us at Hello@Modash.io or: Modash OÜ, Aia tn 10a-9, 10111 Tallinn

15.1. Modash’s Limited Role and Responsibility
The Customer shall defend, indemnify and hold harmless Modash and its affiliates, officers, employees and agents from and against third-party claims, liabilities, damages, losses, costs and reasonable legal fees arising out of or relating to:
(i) the Customer’s campaign requirements, instructions or arrangements with a Creator, or any dispute relating to the Creator’s performance of the Creator Services;
(ii) the Customer’s payment requests, approvals or instructions;
(iii) the Customer’s breach of these Terms or applicable law; or
(iv) the Customer’s use of creator content, tracked content or creator data.

15.2. Limitation of Liability
The Customer shall defend, indemnify and hold harmless Modash, its affiliates, directors, officers, employees and agents from and against any third-party claims, damages, losses, liabilities, costs and reasonable legal fees arising out of or relating to:
(i) the Customer's use of the Services;
(ii) the Customer's use of Creator Data, Creator Content or Creator Services in violation of these Terms or applicable law;
(iii) the Customer's payment requests, approvals or payment instructions submitted through Modash Payments;
(iv) any dispute arising from or relating to the Creator’s performance or non-performance of the Creator Services, including compliance with the applicable campaign requirements; or
(v) the Customer's breach of these Terms or applicable law.

15.3. Modash shall not be liable for:
(i) the campaign requirements, specifications, instructions or other commercial terms agreed in relation to the Creator Services;
(ii) the Creator’s acts or omissions in performing the Creator Services, including any failure to perform the Creator Services in accordance with the applicable campaign requirements;
(iii) payments initiated without sufficient funds in your balance;
(iv) creator actions that deviate from their obligations, including but not limited to failure to provide required invoicing, payment or compliance information, or the provision of inaccurate, incomplete, outdated or fraudulent information, delays, deductions or failures caused by payment providers, banks, correspondent banks, payment networks or other financial institutions;
(v) the accuracy of the third-party tracking, such as link click tracking and discount code usage, can be blocked or hindered by providers outside Modash’s control and this may impact the ability to measure affiliate performance accurately.

15.4. Services and Site (including any content and features related thereto) are provided "as is" and “as available” without warranties of any kind. In particular, but not limited to the following list, Modash is not liable for:
(i) Any interruptions, delays, server down-time, errors or omissions;
(ii) The performance or results you may obtain by using the Services or Site;
(iii) Merchantability, fitness for a particular purpose, reliability of the Services or Site and that these will meet your requirements;
(iv) Inaccurate data and unavailability of third-party data (regardless whether accessed via the API or otherwise);
(v) Third-party tracking limitations and API changes due to third-party platform updates (e.g. social media APIs);
(vi) Disputes relating to the Creator’s performance or non-performance of Creator Services.

15.5. To the maximum extent permitted by applicable law, Modash's aggregate liability arising out of or relating to these Terms or the Services shall not exceed the total fees actually paid by the Customer to Modash during the twelve (12) months preceding the event giving rise to the claim. In no event shall Modash be liable for any indirect, incidental, consequential, special, exemplary or punitive damages, including lost profits, loss of revenue, loss of business opportunity, loss of goodwill or loss of data, even if advised of the possibility of such damages.

16.1. Use of the Modash Site and Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this Section.

16.2. Governing Law: the laws of Estonia as the governing law, without giving effect to any principles of conflicts of law.

16.3. Jurisdiction: in the event of a dispute, controversy or claim arising out of or in relation to these Terms, Modash Site and Services, including but not limited to the formation, validity, breach or termination of these Terms, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the Terms. Should an amicable settlement between parties not be possible, the dispute shall be finally solved by and under exclusive jurisdiction of Harju County Court in Tallinn, Estonia.

17.1. “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and/or the circumstances of disclosure. Your Confidential Information includes any information processed by you through the Modash Services or Site; Confidential Information of Modash includes the Modash Services and Site (including Payments and Affiliates). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

17.2. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections of the Confidential Information to those herein.

17.3. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.