Subscription Terms & Conditions

United States

These Terms apply if your business is located in the United States. modenX Inc. is the contracting party.

PLEASE READ §26 CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

1. Who you are contracting with

1.1 These Terms are an agreement between ModenX Inc., a Delaware corporation with its principal place of business at 66 Ridgeview Drive, Basking Ridge, New Jersey 07920 ("modenX", "we", "us"), and the business that subscribes to the modenX platform ("you", "Client").

1.2 modenX Inc. operates the platform for customers in the United States. modenX Inc. uses ModenX India Private Limited (India), an affiliate, as a sub-processor to host and operate the platform on its behalf. Where these Terms or the Privacy Policy describe what "modenX" does with data, ModenX Inc. is accountable for it. See the Privacy Policy for where data is stored.

1.3 The platform is for business use only. By subscribing you confirm that you are acting on behalf of a business, that you are at least 18 years old, and that you are authorised to bind that business to these Terms. modenX does not offer subscriptions to consumers for personal, family or household purposes.

1.4 By ticking the acceptance box and providing payment details you agree to these Terms, the Privacy Policy, the Data Processing Addendum and the Acceptable Use terms in §21, which together form the entire agreement between us (see §27.7).

2. Definitions

• Client Data — data you or your users submit to the platform, and data about visitors to your locations that modenX processes on your instructions.
• Output — analytics, reports, scores, benchmarks, recommendations and other results the platform generates from Client Data.
• Location — a single physical premises for which a subscription is purchased.
• Presora — the consumer presence-score product described in §22.
• Visitor — an individual who visits one of your Locations.

3. The service

3.1 modenX provides a business-to-business presence-intelligence and customer-engagement platform. Subscriptions are sold per Location on the plan you select at signup.

3.2 Plan entitlements, limits and add-on pricing are as displayed at the time you subscribe.

3.3 The platform is provided on a subscription basis and is updated from time to time. We may add, change or remove features. We will not make a change that materially reduces the core functionality of your plan during a period you have paid for without giving you at least 30 days' notice and, if you object, a pro-rata refund of the unused balance of that period.

3.4 modenX is a software vendor. It is not a security service, a life-safety system, an emergency service, or a system of record for anything you are legally required to retain. Do not rely on it as one.

4. Free trial

4.1 New subscriptions begin with a 90-day free trial. You are not charged anything when you subscribe.

4.2 A valid payment method is required to start the trial. We verify it at signup and store it for the charge described in 4.4. Your card issuer may place a small temporary authorisation or verification amount; where it does, it is released or refunded automatically and you are not net-charged.

4.3 You have full access to your selected plan's features during the trial.

4.4 At the end of the 90 days your subscription converts automatically to a paid subscription at the plan price and billing cycle you selected, and your payment method is charged on the date shown at checkout and in your account, unless you cancel first. The exact amount and the exact date are disclosed to you before you provide payment details, restated on the confirmation screen, and sent to you by email in a form you can keep.

4.5 We will email you a reminder between 7 and 14 days before the trial ends, stating the amount you will be charged, the date of the charge, and how to cancel. We may send a second courtesy reminder closer to the date.

4.6 Cancelling during the trial stops the conversion and you are never charged. You keep access until the 90 days end.

4.7 One free trial per Client. We may decline to offer a trial, or end one, where we reasonably believe it is being used to obtain repeated free access.

4.8 On an annual plan the 90-day trial is in addition to your 12-month term — you receive 90 free days and then a full 12 months of paid service.

5. Automatic renewal

5.1 Your subscription renews automatically at the end of each billing cycle — monthly or annual, as selected — until you cancel it.

5.2 On each renewal you are charged the then-current fee for your plan and cycle, plus applicable taxes, using your stored payment method.

5.3 You are told the renewal amount and the renewal date before you provide payment details, and both are shown in your account at all times.

5.4 You may cancel at any time, effective at the end of the current paid period. See §6.

5.5 Renewal reminders. We send reminders by email, in a form you can retain, on this schedule:

When	What it covers
7–14 days before the free trial ends	The first paid charge: amount, date, how to cancel
35–40 days before each annual renewal	Amount, date, how to cancel
20–25 days before each annual renewal	Second reminder, same content
35–40 days before the renewal that carries a monthly subscription past each 12-month anniversary	Amount, frequency of charges, how to cancel
At least once every 12 months, for every active subscription	Product subscribed to, frequency and amount of charges, how to cancel

Each reminder states the product or service, the frequency and amount of the charges, and the means to cancel, and is sent in the same medium you used to subscribe.

6. Cancellation

6.1 Cancel at any time in Account → Subscription → Cancel. One step, online, immediately effective on submission — no phone call, no email, no chat, no retention conversation, and no additional steps beyond signing in. Access continues to the end of the period you have already paid for.

6.2 If we present a retention offer or discount during cancellation, a clear, prominent cancellation control remains visible and immediately available alongside it, and choosing it cancels immediately without further steps.

6.3 If for any reason you cannot cancel in the app, email [email protected] and we will process it within one business day, effective from the date you first contacted us.

6.4 To avoid being charged for the next period, cancel before the renewal date shown in your account. A cancellation submitted on or after that date takes effect at the end of the newly started period.

6.5 We keep a record of your subscription, consent and cancellation events as described in §23.

6.6 You may cancel through the same medium in which you subscribed. If you subscribed online you may cancel online.

7. Fees, billing and payment methods

7.1 Fees are billed in advance for each cycle and, except as set out in §8 or as required by law, are non-refundable.

7.2 Payment for US customers is processed by Stripe. Card details are handled by Stripe under PCI-DSS. modenX does not store full card numbers or CVV.

7.3 You authorise modenX and its payment provider to charge your payment method for the recurring fees, add-ons, overages and applicable taxes described in these Terms, at the amounts and on the dates disclosed to you.

7.4 If a payment fails we may retry, will notify you, and may suspend the service until payment is resolved. We will tell you before we suspend. We may charge interest on undisputed overdue amounts at the lesser of 1% per month or the maximum permitted by law.

7.5 Add-ons and overages beyond your plan's limits are billed at the rates shown in-product at the time you incur them.

7.6 Invoices are issued in the name ModenX Inc. and are available in your account.

8. Refunds

8.1 Recurring fees are non-refundable except where required by law or where we have failed to provide the service in a material respect.

8.2 No charge is taken during the free trial, so there is nothing to refund for that period.

8.3 Approved refunds are returned to the original payment method within 7–14 business days. Timing after we submit the refund is controlled by your bank or card issuer.

8.4 Refund requests: [email protected].

9. Billing disputes

9.1 Contact [email protected] within 60 days of the charge. We will acknowledge within one business day and resolve within 15 business days, keeping you informed if we need longer.

9.2 Raising a dispute with us does not affect any right you have to dispute a charge with your card issuer.

10. Changes to fees

10.1 We may change subscription fees. We will notify you 30 days before a fee change takes effect — and in no event fewer than 7 days before — by email in a form you can retain and in-product, stating the current fee, the new fee, the date it takes effect, and how to cancel.

10.2 Fee changes never apply retroactively and never apply within a period you have already paid for.

10.3 If you cancel before the change takes effect, you are not charged the new fee.

11. Taxes

11.1 Fees are exclusive of tax. Applicable taxes are calculated and added at checkout and on each invoice.

11.2 State and local sales, use and similar taxes are charged where modenX has an obligation to collect them. You are responsible for any taxes on your use of the service other than taxes on modenX's income.

11.3 If you are exempt, provide a valid exemption certificate before the charge; we cannot refund tax already remitted.

12. Your data

12.1 You own Client Data. Nothing in these Terms transfers ownership of it to modenX. You grant modenX a non-exclusive licence to host, process and transmit Client Data for the purpose of providing the service, supporting you, securing the platform and meeting our legal obligations.

12.2 modenX does not sell Client Data, and does not use one Client's data to serve another Client, other than as aggregated and de-identified benchmarks that cannot reasonably be re-identified or linked back to you or to any individual. We do not attempt to re-identify de-identified data and we contractually prohibit our sub-processors from doing so. Visit and check-in events do contribute to the Presora scores of individuals who hold a Presora account and have consented to it — see §22.6.

12.3 modenX has two roles over Visitor data, and you need to understand both.

(a) As your service provider. For the analytics, recognition, reporting and recommendations modenX produces for you, modenX processes Visitor personal data on your documented instructions under the Data Processing Addendum, and does not use it for its own purposes.

(b) In its own capacity, for Presora. Where a Visitor holds a Presora account and has consented in the Presora app, visit and check-in events at your Locations also contribute to that individual's Presora score, which is modenX's own product. For that use modenX acts for itself and not as your service provider. The lawful basis for it is the individual's own consent, obtained by modenX in the Presora app. See §22.6.

12.3A You are the party responsible for having a lawful basis — including any notice, signage, opt-in consent, opt-out mechanism or disclosure of the Presora use your state law requires — for the data you ask modenX to process and for the disclosure described in 12.3(b). See §21.2.

12.4 The Data Processing Addendum at modenx.com/legal/dpa is incorporated into these Terms and governs modenX's processing of personal data on your behalf. It includes the service-provider terms required by the California Consumer Privacy Act and the equivalent processor terms required by other state privacy laws.

12.5 On termination, account data is retained for 90 days, during which you may export it. After 90 days it is deleted unless we are required to retain it by law. You are responsible for exporting anything you need within that window.

12.6 We may retain aggregated, de-identified data indefinitely, and records of billing, consent and cancellation for the periods described in §23 and as tax and consumer-protection law requires.

13. modenX's intellectual property; your licence

13.1 modenX and its licensors own the platform, the software, the documentation, the Presora methodology, and all intellectual property in them. Nothing in these Terms transfers any of it to you.

13.2 Subject to these Terms and payment of the fees, modenX grants you a non-exclusive, non-transferable, non-sublicensable right, during your subscription term, to access and use the platform for the internal business purposes of the Locations you have subscribed for.

13.3 You may not: copy, modify, translate or create derivative works of the platform; reverse engineer, decompile or attempt to derive source code or the Presora methodology; resell, sublicense, rent or provide the platform to a third party as a service; remove proprietary notices; use the platform to build a competing product; or benchmark or publish performance results without our written consent.

13.4 Output. As between you and modenX, you may use Output freely for your internal business purposes, and you own Output to the extent it consists of or is derived from Client Data. modenX retains all rights in the underlying models, methods, software and any aggregated de-identified material. modenX does not claim ownership of your business decisions.

13.5 Output is decision support, not a decision. Output is generated automatically from incomplete real-world signals and modenX does not warrant that it is accurate, complete or fit for any particular decision. You are solely responsible for any action you take on the basis of Output and for reviewing it before relying on it. See also §21.3.

13.6 Feedback. If you send us suggestions or feedback, you grant modenX a perpetual, irrevocable, royalty-free licence to use it without restriction or obligation to you. We will not identify you as its source without your consent.

14. Confidentiality

14.1 "Confidential Information" means non-public information one party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential, including Client Data, pricing not publicly listed, the platform's non-public technical details, and business plans.

14.2 Each party will use the other's Confidential Information only to perform this agreement, will protect it with at least reasonable care, and will not disclose it except to employees, affiliates, advisers and sub-processors who need it and are bound by comparable obligations.

14.3 These obligations do not apply to information that is or becomes public without breach, was already known without a duty of confidence, is independently developed, or is lawfully received from a third party.

14.4 A party may disclose Confidential Information where legally compelled, provided it gives the other party prompt notice where lawful and reasonably cooperates in seeking protective treatment.

14.5 These obligations continue for three years after disclosure, and for as long as the information remains a trade secret in the case of trade secrets and Client Data.

15. Security

15.1 modenX maintains administrative, technical and physical safeguards designed to protect Client Data, including encryption in transit and at rest, least-privilege role-based access control, logging and monitoring, and periodic review. Details are in the Privacy Policy and the Data Processing Addendum.

15.2 No system is perfectly secure. modenX will notify you without undue delay of a security incident affecting your Client Data, and will cooperate with you in meeting any notification obligation you have under state breach-notification law.

15.3 You are responsible for your own account security: safeguarding credentials, managing your users' access, enabling available authentication controls, and telling us promptly at [email protected] if you suspect unauthorised access.

16. Support and availability

16.1 modenX provides support by email at [email protected] during business hours.

16.2 modenX will use commercially reasonable efforts to keep the platform available, and will make reasonable efforts to schedule planned maintenance outside peak hours and to give advance notice of it.

16.3 No uptime or availability commitment is made in these Terms. Availability commitments, if any, are made only in a separately signed agreement.

17. Warranties and disclaimer

17.1 Each party warrants that it has the legal power to enter into this agreement.

17.2 modenX warrants that it will provide the service with reasonable skill and care, and in accordance with the Data Processing Addendum.

17.3 Except as expressly stated in §17.1 and §17.2, and to the maximum extent permitted by law, the platform, the Output and everything provided with them are provided "AS IS" and "AS AVAILABLE", and modenX disclaims all other warranties, express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, accuracy and non-infringement.

17.4 modenX does not warrant that the platform will be uninterrupted, error-free or secure against all threats; that Output will be accurate, complete or achieve any particular business result; that the platform will detect every Visitor or every visit; or that your use of the platform will comply with the laws applying to your business — that is your responsibility under §21.

17.5 Some states do not allow the exclusion of certain implied warranties, so parts of §17.3 may not apply to you.

18. Limitation of liability

18.1 Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, or lost or corrupted data, however caused and on any theory of liability, even if advised of the possibility.

18.2 Each party's total aggregate liability arising out of or relating to this agreement is limited to the total fees paid or payable by you to modenX under this agreement in the 12 months immediately preceding the first event giving rise to the claim, or US$75 if greater.

18.3 §18.1 and §18.2 do not apply to: (a) your obligation to pay fees due; (b) either party's breach of §14 (Confidentiality); (c) modenX's indemnity under §19.1; (d) your indemnity under §19.2; (e) a party's gross negligence, wilful misconduct or fraud; and (f) any liability that cannot be limited or excluded by law.

18.4 The limitations in this §18 apply in the aggregate across all claims and all causes of action, and reflect the allocation of risk on which the fees are based.

18.5 Some states do not allow the limitation of liability for certain damages, so parts of this §18 may not apply to you.

19. Indemnification

19.1 By modenX. modenX will defend you against a third-party claim that the platform, as provided by modenX and used in accordance with these Terms, infringes that third party's US patent, copyright, trademark or trade secret, and will pay damages and costs finally awarded or agreed in settlement. modenX may, at its option, modify the platform, procure the right to continue using it, or terminate the affected subscription and refund fees for the unused balance of the current period. This obligation does not apply to a claim arising from Client Data, your combination of the platform with anything not supplied by modenX, your use in breach of these Terms, or your continued use after we tell you to stop.

19.2 By you. You will defend modenX against a third-party claim (including a claim by a Visitor, a regulator or a state attorney general) arising from: (a) Client Data or your instructions to modenX regarding it; (b) your failure to provide required notice, signage, consent or opt-out mechanisms to Visitors as required by §21; (c) your use of the platform or Output in breach of §21; or (d) your breach of an applicable law, and you will pay damages and costs finally awarded or agreed in settlement.

19.3 Process. The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defence and settlement (except that no settlement imposing a non-monetary obligation on the indemnified party may be made without its consent), and provide reasonable cooperation at the indemnifying party's expense.

20. Term, suspension and termination

20.1 This agreement runs from your acceptance until all subscriptions have ended.

20.2 Termination by you. Cancel under §6. Cancellation ends the subscription at the end of the paid period.

20.3 Termination for cause. Either party may terminate immediately on written notice if the other materially breaches this agreement and fails to cure within 30 days of written notice describing the breach, or immediately and without a cure period if the other becomes insolvent, enters bankruptcy or ceases business.

20.4 Immediate suspension. modenX may suspend your access, in whole or in part, without prior notice where necessary to stop: a violation of §21 that poses a risk of harm to an individual; a security threat; unlawful activity; or non-payment after notice under §7.4. We will tell you why, and restore access once the cause is resolved. We will use the least disruptive measure reasonably available.

20.5 Effect of termination. Your licence under §13.2 ends. Fees accrued to the termination date remain payable. If modenX terminates for its own convenience or you terminate for modenX's uncured material breach, modenX will refund the unused balance of prepaid fees for the current period. No refund is due where modenX terminates for your uncured material breach.

20.6 Survival. §§2, 8, 12.1–12.2, 12.5–12.6, 13, 14, 17, 18, 19, 20.5, 23, 25, 26 and 27 survive termination.

21. Acceptable use and your compliance obligations

21.1 You must not use modenX:

• to unlawfully surveil, stalk, harass or track any individual;
• to make or support decisions about a person's eligibility for housing, credit, employment, insurance, education, healthcare or any government benefit, or for any other purpose that would make modenX or the Output a "consumer report" under the Fair Credit Reporting Act;
• to identify, track, profile or advertise to individuals based on their presence at or near a healthcare facility, a place of worship, a school, a domestic-violence shelter, a correctional facility, a union hall, or a location associated with immigration status, sexual orientation or gender identity;
• to infer or record an individual's health status, reproductive-health decisions, religion, sexual orientation, immigration status, union membership or political affiliation;
• to establish or operate a geofence within 2,000 feet of any in-person healthcare facility for the purpose of identifying, tracking, collecting data from or advertising to individuals;
• to attempt to identify a Visitor who has not chosen to identify themselves;
• in any way prohibited by the laws applying to your Locations, or in breach of any third party's rights.

21.2 You are responsible for:

• providing Visitors with the notice your state law requires at or before the point of collection, including any required signage at Locations where presence sensing is deployed;
• disclosing the Presora use in that notice — that visit and check-in data is provided to modenX and, for Visitors who hold a Presora account and have consented, contributes to a Presora score that other participating venues may be permitted to read (see §22.6) — and offering the opt-out, or obtaining the opt-in consent, that your state law requires for it;
• honouring opt-out preference signals and opt-out requests in respect of that disclosure, and telling modenX which Visitors have opted out so that we can exclude them;
• obtaining opt-in consent for the collection and processing of precise geolocation and other sensitive personal data where your state law requires it, and honouring withdrawal of that consent;
• honouring Visitor rights requests, opt-outs and opt-out preference signals as the controller of that data;
• your users' compliance with these Terms;
• not deploying modenX at a Location where you have not satisfied the above.

21.3 Human review. Where you use Output to treat one Visitor differently from another, you are responsible for that decision. Do not use Output as the sole automated basis for any decision that has a legal or similarly significant effect on an individual.

21.4 Presora scoring methodology. You must not attempt to reverse-engineer, replicate, derive or publish the Presora scoring methodology, and must not use a Presora score for any purpose prohibited by §21.1.

21.5 We may investigate suspected breaches of this §21 and may act under §20.3 or §20.4. Nothing in this §21 makes modenX responsible for monitoring your use, and nothing in it makes modenX the controller of Visitor data.

22. Presora

22.1 Presora is a consumer product operated by modenX or a modenX affiliate.

22.3 The Presora methodology is proprietary and patent-pending and is not disclosed in these Terms, in the Privacy Policy, or anywhere else.

22.4 modenX does not adjust, suppress or share a score at a Client's request, and a Client cannot require a Visitor to share one as a condition of entry or of receiving a materially different price.

22.5 Presora is subject to its own terms and privacy notice, which govern the relationship between Presora and the individual.

22.6 How Presora uses visit data

This describes a real cross-Client data flow. Read it before you sign.

(a) Presora scores are built from showing up — including at your Locations. Where an individual holds a Presora account and has consented in the Presora app, being recognised at a participating venue contributes to that individual's Presora score. A check-in recorded by your staff, or a Visitor identifying themselves at your Location, is one such event. A Presora score therefore measures a person's presence across participating venues, not their activity at your Location alone.

(b) So data captured at your Locations contributes to a score that other venues may read. modenX does not conceal this: it is how the product works, and it is why a score is worth having — a venue reading one learns something it could not learn from its own data.

(e) Your own analytics stay yours. The analytics, reporting and recommendations modenX produces for you are generated from your Client Data, are held in your tenant, and are not disclosed or made visible to any other Client, other than as the aggregated and de-identified benchmarks in §12.2.

(f) The methodology is not disclosed — see §22.3. Neither the weighting of venues nor the contribution of any particular event is exposed to any Client.

(g) Two roles over the same events. For the analytics modenX produces for you, modenX is your service provider acting on your instructions. For the computation of Presora scores, modenX acts in its own capacity, for its own product, on the individual's consent. §12.3 says the same thing and the Privacy Policy describes both roles to individuals.

(h) What you must tell your Visitors. Because of (a) and (g), your notice at or before the point of collection must tell Visitors that visit and check-in data is disclosed to modenX and, for Presora account holders who have consented, contributes to a Presora score that other participating venues may be permitted to read — and must provide the opt-out or obtain the consent the law of your state requires. modenX will supply model wording; adopting and displaying it is your responsibility. See §21.2.

(i) You may not redistribute a score. You must not disclose, sell, license or otherwise make available any Presora score or tier you receive to any third party, and must not use it other than to recognise or reward that Visitor at your Locations. You must stop using a score and delete it if the individual withdraws permission; modenX will notify you when that happens. This paragraph survives termination.

23. Consent and record-keeping

23.1 By ticking the consent box at checkout you give express affirmative consent to: the storage of your payment method; the automatic conversion from the free trial to a paid subscription; and the recurring charges — at the amounts and on the dates disclosed to you at that moment.

23.2 That consent is obtained separately from your acceptance of these Terms generally, and nothing presented to you at checkout is intended to interfere with, detract from, contradict or undermine it.

23.3 We retain a record of that consent — including the exact amounts and dates displayed to you, the versions of these Terms and the Privacy Policy shown, the timestamp, and the account — for at least three years, or one year after your subscription ends, whichever is longer.

23.4 We send you an acknowledgment after you subscribe, in a form you can retain, containing the automatic-renewal terms, the cancellation policy, and how to cancel.

24. Changes to these Terms

24.1 We may update these Terms. We will post the updated version with a new "Last updated" date.

24.2 For a change that materially affects your rights or obligations, we will give you at least 30 days' notice by email before it takes effect. Fee changes follow §10.

24.3 If you do not accept a material change, you may cancel under §6 before it takes effect; that is your remedy. Continuing to use the platform after the effective date means you accept the change.

24.4 We will not apply a material change retroactively to a period you have already paid for.

25. Governing law

25.1 These Terms and any dispute arising out of or relating to them are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

26. Dispute resolution

26.1 Informal resolution first. Before starting arbitration, the complaining party will send a written notice to the other describing the dispute and the relief sought — to [email protected] for modenX, or to your account contact for you — and the parties will try in good faith to resolve it for 30 days. This step is a condition precedent to arbitration; the limitation period is tolled while it runs.

26.2 Binding arbitration. Any dispute not resolved under §26.1 will be settled by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules (or, for claims under US$250,000, its Streamlined Rules), before one arbitrator. The seat is Wilmington, Delaware. The arbitrator decides all issues, including arbitrability, except as stated in §26.4. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this section.

26.3 Class-action waiver. Disputes will be brought only in an individual capacity. Neither party may bring a claim as a plaintiff or class member in a class, collective, consolidated, representative or private-attorney-general proceeding, and the arbitrator may not consolidate claims or preside over any representative proceeding.

26.4 Carve-outs. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek temporary or preliminary injunctive relief in the courts of Delaware to protect intellectual property or Confidential Information, without waiving this section.

26.5 Severability. If §26.3 is found unenforceable as to a particular claim, that claim will proceed in the courts of the State of Delaware instead of arbitration, and the rest of this §26 remains in force for all other claims.

26.6 Costs. Each party bears its own attorneys' fees unless the arbitrator awards them under applicable law. Filing and administrative fees are allocated under the JAMS rules.

26.7 Jury-trial waiver. Each party knowingly and voluntarily waives any right to a trial by jury in any proceeding arising out of these Terms.

26.8 Time limit. Any claim arising out of or relating to these Terms must be brought within one year after the claim arose, or it is permanently barred, except where a longer period is required by law.

27. General

27.1 Assignment. You may not assign these Terms without our written consent, except to a successor of your business by merger or sale of substantially all assets, on notice to us. modenX may assign to an affiliate or to a successor in a merger, acquisition or sale of assets.

27.2 Notices. We give notice by email to your account contact and, where relevant, in-product. You give notice to [email protected], with billing notices to [email protected]. Notice is effective on sending, unless a longer period is stated. Keep your contact details current — a notice sent to a stale address is still effective.

27.3 Electronic contracting. You consent to transact electronically and agree that your electronic acceptance, and our electronic notices, records and signatures, have the same effect as paper originals under the E-SIGN Act and comparable state law. You may withdraw this consent only by terminating your subscription.

27.4 Force majeure. Neither party is liable for a failure to perform (other than a payment obligation) caused by an event beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, labour action, epidemic, government action, utility or internet failure, or failure of a third-party infrastructure provider — provided it takes reasonable steps to mitigate and resume.

27.5 Export and sanctions. Each party will comply with applicable US export control, sanctions and anti-corruption laws. You represent that you are not located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive US sanctions, and that you are not a person on a US restricted-party list.

27.6 Independent parties. Nothing here creates a partnership, joint venture, agency or employment relationship. There are no third-party beneficiaries.

27.7 Entire agreement. These Terms, the Privacy Policy, the Data Processing Addendum, the Acceptable Use terms and the plan details shown at checkout are the entire agreement between us on their subject matter, and supersede any prior or contemporaneous understanding. Any purchase order, vendor portal terms, or other document you issue has no effect, even if we acknowledge it, unless we sign it. In the event of conflict, the order of precedence is: a separately signed agreement, then the Data Processing Addendum, then these Terms, then the Privacy Policy.

27.8 Severability and waiver. If a provision is held unenforceable, it is modified to the minimum extent necessary or severed, and the rest remains in force. A failure to enforce a provision is not a waiver of it.

27.9 Headings are for convenience and do not affect interpretation. "Including" means "including without limitation".

28. Contact

ModenX Inc., 66 Ridgeview Drive, Basking Ridge, NJ 07920, United States

Billing [email protected] · Support [email protected] · Legal [email protected] · Privacy [email protected] · Security [email protected]

US-1 Automatic renewal — statutory notice

AUTOMATIC RENEWAL AND FREE TRIAL — PLEASE READ. Your subscription begins with a 90-DAY FREE TRIAL. YOU ARE NOT CHARGED TODAY, but a valid payment method is required to start the trial.

WHEN THE 90 DAYS END, YOUR SUBSCRIPTION AUTOMATICALLY CONVERTS TO A PAID SUBSCRIPTION and your payment method is charged the plan fee shown at checkout. It then AUTOMATICALLY RENEWS EACH BILLING CYCLE — MONTHLY OR ANNUAL, AS YOU SELECTED — UNTIL YOU CANCEL.

YOU MAY CANCEL AT ANY TIME, in one step, in Account → Subscription → Cancel, or by emailing [email protected]. Cancel before the renewal date and you are not charged for the next period.

The exact amount, the exact date of your first paid charge, and your renewal date are shown to you before you provide payment details, restated on the confirmation screen, emailed to you, and visible in your account at all times.

This notice is presented as body text above the consent checkbox at checkout — not inside a modal, a link or a collapsed panel — in type that is larger than or contrasting with the surrounding text.

US-2 Cancellation parity and one-step cancellation

You may cancel through the same medium in which you subscribed. If you subscribed online, a one-step online cancellation is available to you immediately after you sign in, and it does not require any additional action, confirmation loop, or contact with a person. Where a retention offer is displayed during cancellation, a prominent cancellation control is displayed at the same time.

US-3 Renewal and trial notices

modenX sends the notices set out in §5.5 to all US Clients, in every state, regardless of whether the state requires them.

US-4 Sales tax

Calculated at checkout for jurisdictions where modenX is registered to collect.

US-5 State-specific disclosures

• California. These Terms are subject to the California Automatic Renewal Law (Bus. & Prof. Code §§ 17600–17606) where it applies. You may cancel online. Fee-change notices are sent 30 days in advance in a retainable form.
• Colorado. Colo. Rev. Stat. § 6-1-732, as amended effective 16 February 2026, applies to business as well as individual purchasers. Renewal reminders are sent 35–40 days before any renewal that extends your subscription beyond a continuous 12-month period, and a one-step online cancellation is available.
• New York. Written notice of automatic renewal is sent before each annual renewal in accordance with N.Y. Gen. Oblig. Law § 5-903 and N.Y. Gen. Bus. Law § 527-a.
• Virginia, Illinois, Minnesota, Utah, Vermont, South Carolina, Tennessee, Delaware and other states with automatic-renewal notice requirements: the notices above are provided to all US Clients.

US-6 Arbitration notice

PLEASE READ §26 CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

US-7 Your privacy rights

Your rights under the California Consumer Privacy Act and other state privacy laws, and how to exercise them, are described in the Privacy Policy.

India

These Terms apply if your business is located in India. ModenX India Private Limited is the contracting party.

1. Who you are contracting with

1.1 These Terms are an agreement between ModenX India Private Limited (CIN U46512TN2024PTC167731), a company incorporated under the Companies Act, 2013, with its registered office at No. 182/129, 2nd Floor, Othavadai Street, Kodambakkam, Chennai – 600024, Tamil Nadu ("modenX", "we", "us"), and the business that subscribes to the modenX platform ("you", "Client").

1.2 GSTIN 33AARCM8094L1ZN. Website www.modenx.com. Grievance Officer: [email protected].

1.3 modenX Inc. (Delaware, USA) is an affiliate and contracts separately with customers in the United States. These Terms do not apply to those customers.

1.4 The platform is for business use only. By subscribing you confirm that you are acting for a business, that you are at least 18 years old, and that you are authorised to bind that business. modenX does not offer subscriptions to individuals for personal or household purposes.

1.5 By ticking the acceptance box and providing payment details you agree to these Terms, the Privacy Policy and the Data Processing Addendum, which together form the entire agreement between us. These Terms are a valid contract formed electronically and are enforceable under section 10A of the Information Technology Act, 2000.

2. Definitions

• Client Data — data you or your users submit to the platform, and data about visitors to your locations that modenX processes on your instructions.
• Output — analytics, reports, scores, benchmarks and recommendations the platform generates.
• Location — a single physical premises for which a subscription is purchased.
• Presora — the consumer presence-score product described in §22.
• Visitor — an individual who visits one of your Locations.
• DPDP Act — the Digital Personal Data Protection Act, 2023 and the Digital Personal Data Protection Rules, 2025.

3. The service

3.1 modenX provides a business-to-business presence-intelligence and customer-engagement platform. Subscriptions are sold per Location on the plan you select at signup.

3.2 Plan entitlements, limits and add-on pricing are as displayed at the time you subscribe.

3.3 We may add, change or remove features. We will not make a change that materially reduces the core functionality of your plan during a period you have paid for without at least 30 days' notice and, if you object, a pro-rata refund of the unused balance of that period.

3.4 modenX is a software vendor. It is not a security service, a life-safety system, an emergency service, or a system of record for anything you are required by law to retain.

4. Free trial

4.1 New subscriptions begin with a 90-day free trial. You are not charged any subscription fee when you subscribe.

4.2 A valid payment method is required to start the trial, and an e-mandate must be registered so that the subscription can convert at the end of the trial. See §7 for exactly what happens at registration, including the small verification debit the Reserve Bank of India's rules require.

4.3 You have full access to your selected plan's features during the trial.

4.4 At the end of the 90 days your subscription converts automatically to a paid subscription at the plan price and billing cycle you selected, and your payment method is debited on the date shown at checkout and in your account, unless you cancel first. The exact amount and the exact date are disclosed to you before you provide payment details, restated on the confirmation screen, and sent to you by email in a form you can keep.

4.5 We will email you a reminder between 7 and 14 days before the trial ends, stating the amount, the date and how to cancel. This is separate from, and in addition to, the pre-debit notification your card issuer sends under §7.4.

4.6 Cancelling during the trial stops the conversion and no subscription fee is ever charged. You keep access until the 90 days end.

4.7 One free trial per Client. We may decline or end a trial where we reasonably believe it is being used to obtain repeated free access.

4.8 On an annual plan the 90-day trial is in addition to your 12-month term.

5. Automatic renewal

5.1 Your subscription renews automatically at the end of each billing cycle — monthly or annual, as selected — until you cancel it.

5.2 On each renewal you are charged the then-current fee for your plan and cycle, plus GST, using your registered e-mandate.

5.3 You are told the renewal amount and the renewal date before you provide payment details, and both are shown in your account at all times.

5.4 You may cancel at any time, effective at the end of the current paid period. See §6.

5.5 Reminders. We send the following by email, in a form you can retain, each stating the plan, the amount, the date, the frequency of charges and how to cancel:

When	What it covers
7–14 days before the free trial ends	The first paid debit
30 days before each annual renewal	The renewal debit
7 days before each annual renewal	Final reminder
At least once every 12 months, for every active subscription	Plan, frequency and amount of charges, how to cancel

5.6 Your card issuer will separately notify you at least 24 hours before each debit under §7.4. Our reminders do not replace that notification and it does not replace ours.

6. Cancellation — and no dark patterns

6.1 Cancel at any time in Account → Subscription → Cancel. One step, online, effective immediately on submission — no telephone call, no email, no chat, no retention conversation, and no steps beyond signing in. Access continues to the end of the period you have already paid for.

6.2 If we show you a retention offer or discount during cancellation, a clear and prominent cancellation control is displayed at the same time, and choosing it cancels immediately without any further step.

6.3 We do not, and will not, use deceptive interface design in our signup, billing or cancellation flows. Specifically, and by reference to the Guidelines for Prevention and Regulation of Dark Patterns, 2023: we do not create a subscription trap by making cancellation difficult, hidden or confusing; we do not engage in SaaS billing by generating revenue from recurring payments through concealed information or obstructed cancellation; we do not use basket sneaking, drip pricing, false urgency, confirm shaming, forced action, interface interference, trick wording, nagging, bait and switch, or disguised advertisements. Your consent to recurring billing is obtained by explicit affirmative action and is never pre-ticked or inferred.

6.4 If for any reason you cannot cancel in the app, email [email protected] and we will process it within one business day, effective from the date you first contacted us.

6.5 Cancelling your subscription does not by itself cancel the e-mandate at your bank. We will stop presenting debits, and we will instruct our payment provider to revoke the mandate. You may also withdraw the mandate yourself with your card issuer at any time — see §7.5.

6.6 To avoid being charged for the next period, cancel before the renewal date shown in your account. A cancellation submitted on or after that date takes effect at the end of the newly started period.

6.7 We keep a record of your subscription, consent and cancellation events as described in §23.

7. Recurring payments and the RBI e-mandate framework

Recurring debits in India are governed by the Reserve Bank of India's Digital Payments – E-mandate Framework, 2026 (Circular RBI/DPSS/2026-27/396, dated 21 April 2026), which consolidated and replaced the earlier e-mandate circulars. This section explains how it applies to your subscription.

7.1 Payment provider. Payments are processed by Razorpay. Card and account details are handled by Razorpay under PCI-DSS. modenX does not store full card numbers, CVV or UPI credentials.

7.2 Registration. Recurring payments are collected under an e-mandate registered with your card issuer, bank or UPI application. Registering, modifying or withdrawing a mandate requires Additional Factor of Authentication (AFA).

7.3 The verification debit at signup. RBI rules require an e-mandate to be registered against an authenticated transaction. At signup your issuer may therefore debit a small verification amount, which is reversed automatically. You are not net-charged during the free trial. Your first actual subscription debit is on day 91, at the amount and on the date shown at checkout.

7.4 Pre-debit notification. Your issuer will notify you at least 24 hours before each debit. That notification will tell you the merchant's name, the amount, the date and time of the debit, the transaction and e-mandate reference numbers, the reason for the debit, and how to raise a grievance. You may choose and change how you receive it — for example by SMS or email — with your issuer.

7.5 Your control over each debit. On receiving a pre-debit notification you may opt out of that particular debit, or withdraw the e-mandate entirely, through your issuer. Withdrawal requires AFA. Opting out of a debit or withdrawing the mandate does not by itself cancel your subscription — cancel under §6 as well, or fees will continue to fall due.

7.6 Post-debit notification. Your issuer will send you a notification after each debit, with the transaction details and grievance-redressal information.

7.7 The ₹15,000 threshold. Recurring debits of up to ₹15,000 per transaction are processed without AFA. A debit above ₹15,000 requires you to authenticate that debit. If your plan and billing cycle come to more than ₹15,000 including GST, you will be asked to authenticate at each renewal, and the renewal will not go through if you do not. Choosing a monthly cycle instead of an annual one is often the simplest way to stay below the threshold. (The higher ₹1,00,000 threshold in the RBI framework applies only to insurance premiums, mutual fund subscriptions and credit card bill payments. It does not apply to software subscriptions.)

7.8 Mandate maximum. The mandate is registered for an amount sufficient to cover your recurring fee including GST. Where a variable mandate is used, you may set the maximum value of any single debit with your issuer; we cannot debit above it.

7.9 No charge for the facility. modenX does not charge you anything for using the e-mandate facility, and your issuer may not either.

7.10 Failed debits. If a debit fails we may re-present it, will notify you, and may suspend the service until payment is resolved. We will tell you before we suspend. We may charge interest on undisputed overdue amounts at 1.5% per month or the maximum permitted by law, whichever is lower.

7.11 Grievances about a debit may be raised with us at [email protected] (see §9) and separately with your issuer, which is required to maintain a dispute-resolution mechanism for e-mandate transactions. RBI's directions limiting customer liability for unauthorised electronic transactions apply to recurring debits under an e-mandate.

8. Fees, billing and invoices

8.1 Fees are billed in advance for each cycle and, except as set out in §9 or as required by law, are non-refundable.

8.2 All fees are stated exclusive of GST. GST at the applicable rate — currently 18% on software services — is added at checkout and on each invoice.

8.3 Provide a valid GSTIN at signup to have it appear on your tax invoice and to claim input tax credit. We cannot re-issue an invoice to add a GSTIN after the tax period has been reported.

8.4 A GST-compliant tax invoice is issued for each charge and is available in your account. Invoices are raised in the name ModenX India Private Limited and are issued within the period Rule 47 of the CGST Rules requires.

8.5 Tax deducted at source. If you are required to deduct TDS on payments to us, tell us before you subscribe, at [email protected]. An auto-debit collects the full invoice value and cannot accommodate a deduction at source. Where TDS applies we will move you to invoice-and-transfer billing instead of auto-debit. If you deduct TDS from a payment made by auto-debit without arranging this in advance, the shortfall remains payable, and you must furnish Form 16A within the statutory period so we can claim credit.

8.6 Add-ons and overages beyond your plan's limits are billed at the rates shown in-product at the time you incur them.

8.7 You authorise modenX and Razorpay to debit your payment method for the recurring fees, add-ons, overages and GST described in these Terms, at the amounts and on the dates disclosed to you.

9. Refunds, billing disputes and grievances

9.1 Recurring fees are non-refundable except where required by law or where we have failed to provide the service in a material respect.

9.2 No subscription fee is taken during the free trial, so there is nothing to refund for that period. Any verification amount under §7.3 is reversed automatically.

9.3 Approved refunds are returned to the original payment method within 7–14 business days. Timing after we submit the refund is controlled by your bank.

9.4 Billing disputes. Contact [email protected] within 60 days of the debit. We acknowledge within one business day and resolve within 15 business days, keeping you informed if we need longer.

9.5 Grievance redressal. If you are not satisfied, escalate to our Grievance Officer:

Grievance Officer email: [email protected]
Address: No. 182/129, 2nd Floor, Othavadai Street, Kodambakkam, Chennai – 600024, Tamil Nadu
Acknowledgement: within 48 hours · Resolution: within one month of receipt

9.6 Nothing in these Terms limits any remedy available to you under the Consumer Protection Act, 2019 where it applies to you.

10. Changes to fees

10.1 We may change subscription fees. We will give you at least 30 days' notice before a fee change takes effect, by email in a form you can retain and in-product, stating the current fee, the new fee, the date it takes effect, and how to cancel.

10.2 Fee changes never apply retroactively and never apply within a period you have already paid for.

10.3 If you cancel before the change takes effect, you are not charged the new fee.

10.4 If a fee increase takes your recurring debit above ₹15,000, §7.7 applies and your mandate may need to be re-registered. We will tell you in the notice under §10.1.

11. Taxes

11.1 GST is charged at the applicable rate on all supplies to Indian customers, as CGST and SGST where you are in the same State as the place of supply, and as IGST where you are not.

11.2 You are responsible for all taxes arising from your use of the service other than taxes on modenX's income.

11.3 If you claim any exemption or concessional rate, provide valid documentation before the charge.

12. Your data

12.1 You own Client Data. Nothing in these Terms transfers ownership of it to modenX. You grant modenX a non-exclusive licence to host, process and transmit Client Data to provide the service, support you, secure the platform and meet our legal obligations.

12.2 modenX does not sell Client Data and does not use one Client's data to serve another Client, other than as aggregated and de-identified benchmarks that cannot reasonably be re-identified or linked back to you or to any individual. Visit and check-in events do contribute to the Presora scores of individuals who hold a Presora account and have consented to it — see §22.6.

12.3 Roles under the DPDP Act — modenX has two, over the same events.

(a) As your Data Processor. For the analytics, recognition, reporting and recommendations modenX produces for you, you are the Data Fiduciary and modenX is a Data Processor acting only on your documented instructions under the Data Processing Addendum.

(b) As a Data Fiduciary in its own right, for Presora. Where a Visitor holds a Presora account and has consented in the Presora app, visit and check-in events at your Locations also contribute to that individual's Presora score, which is modenX's own product. modenX determines the purpose of that processing and is therefore a Data Fiduciary in respect of it, with its own notice and consent obligations to that individual, which it discharges in the Presora app. See §22.6.

(c) For your own account and administrator data, modenX is the Data Fiduciary.

12.4 You are responsible for the lawful basis. Under the DPDP Act there is no general "legitimate interest" ground. For most Visitor data you will need the Visitor's consent, given by clear affirmative action, on a standalone itemised notice — signage alone is unlikely to be sufficient. Where you rely on section 7 of the DPDP Act (certain legitimate uses, including data a Data Principal has voluntarily provided for a specified purpose), you are responsible for satisfying yourself that the ground applies. See §21 for what this means in practice.

12.5 The Data Processing Addendum at modenx.com/legal/dpa is incorporated into these Terms and governs modenX's processing of personal data on your behalf as a Data Processor.

12.6 On termination, account data is retained for 90 days, during which you may export it. After 90 days it is deleted unless we are required to retain it by law. Visitor data we process for you is deleted or returned as the DPA provides.

12.7 We may retain aggregated, de-identified data indefinitely, and processing logs, billing records and consent records for the periods in §23 and the Privacy Policy, including the minimum retention periods the DPDP Rules and the CERT-In Directions require.

13. modenX's intellectual property; your licence

13.1 modenX and its licensors own the platform, the software, the documentation, the Presora methodology and all intellectual property in them.

13.2 Subject to these Terms and payment of the fees, modenX grants you a non-exclusive, non-transferable, non-sublicensable right, during your subscription term, to access and use the platform for the internal business purposes of the Locations you have subscribed for.

13.3 You may not copy, modify or create derivative works of the platform; reverse engineer, decompile or attempt to derive source code or the Presora methodology; resell, sublicense, rent or provide the platform to a third party as a service; remove proprietary notices; use the platform to build a competing product; or publish benchmarking results without our written consent.

13.4 Output. You may use Output freely for your internal business purposes, and you own Output to the extent it consists of or derives from Client Data. modenX retains all rights in the underlying models, methods and software and in aggregated de-identified material.

13.5 Output is decision support, not a decision. Output is generated automatically from incomplete real-world signals and modenX does not warrant that it is accurate, complete or fit for any particular decision. You are responsible for any action you take on the basis of Output. See §21.3.

13.6 Feedback. If you send us suggestions, you grant modenX a perpetual, irrevocable, royalty-free licence to use them without obligation to you. We will not identify you as the source without consent.

14. Confidentiality

14.1 "Confidential Information" means non-public information one party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential, including Client Data, non-public pricing, the platform's non-public technical details and business plans.

14.2 Each party will use the other's Confidential Information only to perform this agreement, protect it with at least reasonable care, and not disclose it except to employees, affiliates, advisers and sub-processors who need it and are bound by comparable obligations.

14.3 These obligations do not apply to information that is or becomes public without breach, was already known without a duty of confidence, is independently developed, or is lawfully received from a third party.

14.4 A party may disclose where legally compelled, giving the other prompt notice where lawful.

14.5 These obligations continue for three years after disclosure, and indefinitely for trade secrets and Client Data.

15. Security

15.1 modenX maintains reasonable security safeguards designed to protect Client Data, including encryption in transit and at rest, masking or obfuscation where appropriate, least-privilege role-based access control, logging and monitoring, and periodic review — consistent with Rule 6 of the DPDP Rules, 2025 and with reasonable security practices under section 43A of the Information Technology Act, 2000.

15.2 No system is perfectly secure. modenX will notify you without undue delay of a security incident affecting your Client Data and will provide the information and assistance you reasonably need to meet your obligations as Data Fiduciary — including intimation to affected Data Principals without delay and the detailed report to the Data Protection Board within 72 hours. modenX will separately make its own report to CERT-In within six hours where the incident is reportable under the CERT-In Directions, 2022.

15.3 You are responsible for your own account security: safeguarding credentials, managing your users' access, enabling available authentication controls, and telling us promptly at [email protected] if you suspect unauthorised access.

16. Support and availability

16.1 Support is available by email at [email protected] during business hours (IST).

16.2 modenX will use commercially reasonable efforts to keep the platform available and to schedule planned maintenance outside peak hours with advance notice.

16.3 No uptime commitment is made in these Terms. Availability commitments, if any, are made only in a separately signed agreement.

17. Warranties and disclaimer

17.1 Each party warrants that it has the power to enter into this agreement.

17.2 modenX warrants that it will provide the service with reasonable skill and care and in accordance with the Data Processing Addendum.

17.3 Except as expressly stated in §17.1 and §17.2, and to the maximum extent permitted by applicable law, the platform and the Output are provided "as is" and "as available", and modenX excludes all other warranties, conditions and representations, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, accuracy or non-infringement.

17.4 modenX does not warrant that the platform will be uninterrupted, error-free or secure against all threats; that Output will be accurate, complete or achieve any business result; that the platform will detect every Visitor or every visit; or that your use of the platform will comply with the laws applying to your business — that is your responsibility under §21.

18. Limitation of liability

18.1 Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings, or loss or corruption of data, however arising.

18.2 Each party's total aggregate liability arising out of or relating to this agreement is limited to the total fees paid or payable by you to modenX in the 12 months immediately preceding the first event giving rise to the claim, or ₹1,250 if greater.

18.3 §18.1 and §18.2 do not apply to: (a) your obligation to pay fees due; (b) either party's breach of §14; (c) modenX's indemnity under §19.1; (d) your indemnity under §19.2; (e) fraud, wilful misconduct or gross negligence; (f) death or personal injury caused by negligence; and (g) any liability that cannot be limited or excluded under applicable law.

18.4 The limitations apply in the aggregate across all claims and reflect the allocation of risk on which the fees are based.

19. Indemnification

19.1 By modenX. modenX will defend you against a third-party claim that the platform, as provided by modenX and used in accordance with these Terms, infringes that third party's intellectual property rights in India, and will pay amounts finally awarded or agreed in settlement. modenX may modify the platform, procure the right to continue using it, or terminate the affected subscription and refund fees for the unused balance of the current period. This does not apply to a claim arising from Client Data, your combination of the platform with anything not supplied by modenX, your use in breach of these Terms, or continued use after we ask you to stop.

19.2 By you. You will defend modenX against a third-party claim — including a claim by a Visitor, the Data Protection Board of India, or a consumer or regulatory authority — arising from: (a) Client Data or your instructions regarding it; (b) your failure to give Visitors the notice or obtain the consent §21 requires; (c) your use of the platform or Output in breach of §21; or (d) your breach of applicable law.

19.3 Process. The indemnified party must promptly notify the other, give it control of the defence and settlement (no settlement imposing a non-monetary obligation on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's cost.

20. Term, suspension and termination

20.1 This agreement runs from your acceptance until all subscriptions have ended.

20.2 Termination by you. Cancel under §6, effective at the end of the paid period.

20.3 Termination for cause. Either party may terminate immediately on written notice if the other materially breaches this agreement and fails to cure within 30 days of written notice describing the breach, or immediately if the other becomes insolvent, has an insolvency resolution process admitted against it, or ceases business.

20.4 Immediate suspension. modenX may suspend access, in whole or in part, without prior notice where necessary to stop a violation of §21 that risks harm to an individual, a security threat, unlawful activity, or non-payment after notice under §7.10. We will tell you why and restore access once resolved, using the least disruptive measure reasonably available.

20.5 Effect. Your licence under §13.2 ends. Accrued fees remain payable. If modenX terminates for convenience, or you terminate for modenX's uncured material breach, modenX refunds the unused balance of prepaid fees. No refund is due where modenX terminates for your uncured material breach.

20.6 Survival. §§2, 9, 12.1–12.2, 12.6–12.7, 13, 14, 17, 18, 19, 20.5, 23, 25 and 26 survive.

21. Acceptable use and your compliance obligations

21.1 You must not use modenX:

• to unlawfully surveil, stalk, harass or track any individual, or in any manner that would infringe an individual's right to privacy as recognised in K.S. Puttaswamy v. Union of India;
• to make or support decisions about a person's access to housing, credit, employment, insurance, education, healthcare or any government benefit or subsidy;
• to identify, track, profile or advertise to individuals on the basis of their presence at or near a hospital, clinic, pharmacy, diagnostic centre, place of worship, school, shelter, police station or court;
• to infer or record an individual's health condition, caste, religion, sexual orientation, disability status or political affiliation;
• to track, behaviourally monitor or direct advertising at a child (any individual under 18), which the DPDP Act prohibits outright;
• to attempt to identify a Visitor who has not chosen to identify themselves;
• in any manner prohibited by applicable law or in breach of a third party's rights.

21.2 You are responsible, as Data Fiduciary, for:

• giving Visitors a standalone, itemised notice in the form the DPDP Rules require — describing the personal data collected, the purposes, and how to withdraw consent, exercise rights and complain to the Data Protection Board — and making it available in English and, on request, in the languages of the Eighth Schedule to the Constitution;
• itemising the Presora disclosure in that notice — that visit and check-in data is provided to modenX and, for Visitors holding a Presora account who have consented, contributes to a Presora score that other participating venues may be permitted to read (see §22.6) — and obtaining the Visitor's consent to that disclosure, since DPDP consent must be specific to each purpose;
• obtaining the Visitor's consent by clear affirmative action where consent is the basis, and honouring withdrawal of consent as easily as it was given;
• obtaining verifiable parental consent before any personal data of a Visitor under 18 is processed, and not deploying features that would track or advertise to a child;
• responding to Data Principal requests as the Data Fiduciary, with modenX's assistance;
• your users' compliance with these Terms;
• not deploying modenX at a Location until the above is satisfied.

21.3 Human review. Where you use Output to treat one Visitor differently from another, that decision is yours. Do not use Output as the sole automated basis for a decision with a legal or similarly significant effect on an individual.

21.4 You must not attempt to reverse-engineer, replicate, derive or publish the Presora scoring methodology, and must not use a Presora score for any purpose prohibited by §21.1.

21.5 We may investigate suspected breaches of this §21 and may act under §20.3 or §20.4. Nothing here makes modenX responsible for monitoring your use, or the Data Fiduciary for Visitor data.

22. Presora

22.1 Presora is a consumer product operated by modenX or a modenX affiliate.

22.3 The Presora methodology is proprietary and patent-pending and is not disclosed in these Terms, in the Privacy Policy or anywhere else.

22.4 modenX does not adjust, suppress or share a score at a Client's request. A Client must not require a Visitor to share a Presora score as a condition of entry, and must not condition access to a service on consent that is not necessary for it — consent under the DPDP Act must be free and unconditional.

22.5 Presora is subject to its own terms and privacy notice.

22.6 How Presora uses visit data

This describes a real cross-Client data flow. Read it before you sign.

(a) Presora scores are built from showing up — including at your Locations. Where an individual holds a Presora account and has consented in the Presora app, being recognised at a participating venue contributes to that individual's Presora score. A check-in recorded by your staff, or a Visitor identifying themselves at your Location, is one such event. A Presora score measures a person's presence across participating venues, not their activity at your Location alone.

(b) So data captured at your Locations contributes to a score that other venues may read. modenX does not conceal this: it is how the product works, and it is why a score is worth reading.

(e) Your own analytics stay yours. The analytics, reporting and recommendations modenX produces for you are generated from your Client Data, are held in your tenant, and are not disclosed or made visible to any other Client, other than as the aggregated and de-identified benchmarks in §12.2.

(f) The methodology is not disclosed — see §22.3.

(g) Two roles over the same events. For the analytics modenX produces for you, modenX is your Data Processor acting on your instructions. For the computation of Presora scores modenX is a Data Fiduciary in its own right, relying on the individual's consent obtained in the Presora app. §12.3 says the same and the Privacy Policy explains both roles to individuals.

(h) What you must tell your Visitors. Because DPDP consent must be specific, your standalone itemised notice must name this disclosure — that visit and check-in data goes to modenX and, for consenting Presora account holders, contributes to a score other participating venues may read — and you must obtain the Visitor's consent to it. modenX will supply model wording; adopting and displaying it is your responsibility. See §21.2.

(i) You are the Data Fiduciary for a score you receive. Once a score and tier are disclosed to you at the individual's direction, you determine how you use them and the DPDP Act applies to you in respect of them. You must use them only to recognise or reward that Visitor at your Locations; not disclose, sell, license or otherwise make them available to any third party; retain them no longer than that purpose requires; and stop using and erase them promptly if the individual withdraws permission. modenX will notify you when permission is withdrawn. This paragraph survives termination.

23. Consent and record-keeping

23.1 By ticking the consent box at checkout you give express affirmative consent to the registration of an e-mandate, the automatic conversion from the free trial to a paid subscription, and the recurring debits — at the amounts and on the dates disclosed to you at that moment. Consent is obtained by explicit affirmative action and is never pre-ticked or inferred.

23.2 That consent is obtained separately from your acceptance of these Terms generally, and nothing presented to you at checkout is designed to interfere with, detract from or undermine it.

23.3 We retain a record of that consent — the exact amounts and dates displayed, the document versions shown, the timestamp and the account — for at least three years, or one year after your subscription ends, whichever is longer.

23.4 We send you an acknowledgement after you subscribe, in a form you can retain, containing the recurring-billing terms, the cancellation policy and how to cancel.

23.5 Consent to processing your personal data is dealt with separately. The DPDP Rules require a standalone itemised notice, distinct from these Terms. Accepting these Terms is not your consent under the DPDP Act; that is given on the separate notice.

24. Changes to these Terms

24.1 We may update these Terms and will post the updated version with a new "Last updated" date.

24.2 For a change that materially affects your rights or obligations we will give at least 30 days' notice by email before it takes effect. Fee changes follow §10.

24.3 If you do not accept a material change you may cancel under §6 before it takes effect. Continuing to use the platform after the effective date means you accept it.

24.4 We will not apply a material change retroactively to a period you have already paid for, and we will not use a change of terms to reduce what you have already paid for.

25. Governing law and disputes

25.1 Governing law. These Terms are governed by the laws of India.

25.2 Jurisdiction. Subject to §25.3, the courts at Chennai, Tamil Nadu have exclusive jurisdiction.

25.3 Escalation and arbitration.

25.3.1 Escalation first. Before commencing proceedings, the complaining party will give the other written notice describing the dispute and the relief sought — to [email protected] for modenX, or your account contact for you — and the parties will attempt in good faith to resolve it for 30 days.

25.3.2 Arbitration. Any dispute not resolved under §25.3.1 will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by agreement (failing which as that Act provides). The seat and venue of arbitration is Chennai, Tamil Nadu, the language is English, and the award is final and binding. Either party may apply to a court for interim relief under section 9 of that Act.

25.4 No contractual time limit on claims. Claims are subject to the periods prescribed by the Limitation Act, 1963.

26. General

26.1 Assignment. You may not assign these Terms without our written consent, except to a successor of your business by amalgamation or sale of substantially all assets, on notice to us. modenX may assign to an affiliate or to a successor in an amalgamation, acquisition or sale of assets.

26.2 Notices. We give notice by email to your account contact and, where relevant, in-product. You give notice to [email protected], and billing notices to [email protected]. Keep your contact details current.

26.3 Electronic contracting. You agree to transact electronically. Electronic records and acceptance have effect under the Information Technology Act, 2000.

26.4 Force majeure. Neither party is liable for a failure to perform (other than a payment obligation) caused by an event beyond its reasonable control, including act of God, flood, earthquake, war, terrorism, civil unrest, strike, epidemic, government action, or failure of a utility, telecommunications or third-party infrastructure provider — provided it mitigates and resumes as soon as reasonably practicable.

26.5 Compliance with law. Each party will comply with applicable law, including anti-bribery law and applicable export control and sanctions requirements.

26.6 Independent parties. Nothing here creates a partnership, joint venture, agency or employment relationship. There are no third-party beneficiaries.

26.7 Entire agreement. These Terms, the Privacy Policy, the Data Processing Addendum and the plan details shown at checkout are the entire agreement on their subject matter. A purchase order or vendor portal terms you issue have no effect unless we sign them. Order of precedence: a separately signed agreement, then the Data Processing Addendum, then these Terms, then the Privacy Policy.

26.8 Severability and waiver. An unenforceable provision is modified to the minimum extent necessary or severed; the rest stands. A failure to enforce is not a waiver.

26.9 Language. These Terms are in English. A translation, if provided, is for convenience and the English version prevails.

27. Statutory disclosures and contact

ModenX India Private Limited
CIN U46512TN2024PTC167731 · GSTIN 33AARCM8094L1ZN
Registered office: No. 182/129, 2nd Floor, Othavadai Street, Kodambakkam, Chennai – 600024, Tamil Nadu
Website: www.modenx.com

Purpose	Contact
Billing	[email protected]
Support	[email protected]
Legal	[email protected]
Privacy / Data Protection Officer	[email protected]
Security incidents	[email protected]
Grievance Officer	[email protected]

Grievances are acknowledged within 48 hours and resolved within one month of receipt. Complaints concerning personal data may be escalated to the Data Protection Board of India after our grievance process is exhausted.