Original Version: May 2019
- Limited License
Modas Systems, Inc. (“Modas Systems”) grants you a limited license to access and make personal, non-commercial use of our website (the “Site”) and the content displayed on it. Any other redistribution, retransmission, copying, or publication of any content from this Site is strictly prohibited without the express written consent of Modas Systems. Our grant of this limited license does not include, without limitation: (1) any right of resale or commercial use of the Site or any of its content; (2) the collection and use of any service or product listings or descriptions; (3) making derivative uses of the Site or any of its contents; or (4) use of any data mining, “spiders,” “robots,” “wanderers,” “crawlers,” “scrapers,” or similar data gathering and extraction methods; (5) any access, or attempt to access, any materials or information on this Site through any means not purposely made available by Modas Systems, including but not limited to bypassing the navigational structure of the Site. Except as noted above, Modas Systems does not grant to you any right or license by implication, estoppel, or otherwise in or under any copyright, trademark, service mark, registered trademark, or proprietary right of Modas Systems or any third party. See the Copyright and Trademarks and Service Marks sections below for further information.
- Additional Agreements
Because the Site serves a number of functions, including registration for and access to Modas Systems’ Services, your use of the Site also may be governed by other agreements; the terms and conditions of those agreements are in addition to the terms set forth herein. In the event that the Site terms contradict terms set forth in a specific agreement for the use of Modas Systems’ Plan Services, the agreement shall control.
All content, copyrighted materials, and copyrightable materials on this Site, including, without limitation, scripts, codes, icons, buttons, scripts, designs, text, graphics, images, pictures, sound files and other files, page layouts, page headers, and the selection and arrangement thereof (“Materials”) are Copyright © Modas Systems and/or its affiliates ALL RIGHTS RESERVED. Except as stated herein, the Materials may not be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Modas Systems or affiliated copyright owner.
- Trademarks and Service Marks
All marks and logos featured in this Site are either trademarks, service marks, or registered trademarks of Modas Systems or its affiliates. These trademarks, service marks, and registered trademarks may not be copied, imitated, or used, in whole or in part, without the prior written permission of Modas Systems or its affiliates. Modas Systems or its affiliates trademarks, service marks, and trade dress may not be used in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Modas Systems or its affiliates.
All other trademarks, service marks, registered trademarks, product and service names and company names or logos that appear on the Site that do not belong to Modas Systems or its affiliates are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Modas Systems.
- Framing and Linking
You may not frame, enclose, or otherwise use any Modas Systems or Modas Systems affiliate trademark, logo, design, image, page layout, or other proprietary information displayed on this Site without the prior written permission of Modas Systems or its affiliates. See Sections 3 (Copyright) and Section 4 (Trademarks and Service Marks) above for further information.
Subject to the restrictions in these Website TOU, including without limitation those in Section 1 (Limited License) above, Modas Systems grants to you a limited, nonexclusive right to create a hypertext link (“link”) to the home page of this Site so long as your link does not portray Modas Systems, its affiliates, or any of their Services in a false, misleading, or otherwise defamatory manner. You may not use a Modas Systems or Modas Systems affiliate design, logo, or other proprietary graphic, trademark, or registered trademark to link to this Site without the express written permission of Modas Systems. Modas Systems reserves the right, at all times in its sole discretion, to terminate your rights to create a link to the Site homepage.
- Third-Party Links
Modas Systems’ Privacy Notice provides information on how and why we collect, use and share your personal information when you visit the Site.. The Privacy Notice is available at https://www.ModasSystems.com/legal/privacy-notice.html.
- Additional Licenses
The Plan Services may comprise or incorporate services, software or products developed or provided by third parties, including open source software or code. Use of such third party services, software and products shall be governed by the terms and conditions issued by the relevant third party and, in connection with Your use of the Plan Services, you agree to comply with all such third party terms and conditions in full. Modas Systems may update the third-party services, software and products used in connection with the provision of the Plan Services from time to time in its sole discretion.
- Digital Millennium Copyright Act
Pursuant to the Digital Millennium Copyright Act of 1998 (17 U.S.C. § 512) (the “DMCA”) upon good faith belief that copyrighted content transmitted via Modas Systems is infringed, the copyright owner or its agent may send Modas Systems a notice requesting removal of the infringing content or blocking access to it. Also, the DMCA allows a party against whom a notice of copyright infringement has been filed to submit a counter-notice. Notices and counter-notices must meet the then-current statutory requirements implemented by the DMCA. Notices and counter-notices may be sent to Modas Systems’ registered copyright agent at the following postal address or optionally our email address:
Modas Systems, Inc.
11450 Pagemill Road
Dallas, TX 75243
The notice must include: (i) an electronic or physical signature of the owner (or person authorized to act on behalf of the owner) of the copyrighted work; (ii) a description of the copyrighted work that is claimed to have been infringed upon; (iii) information reasonably sufficient to permit Modas Systems to locate the copyrighted work; (iv) address, telephone number, and e-mail address of the owner of the copyrighted work; (v) a statement by the owner of the copyrighted work or its agent asserting good-faith belief that the use in question is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by the owner of the copyrighted work or its agent, made under penalty of perjury, that the foregoing information in the notice is accurate and affirming ownership of the copyright or authorized to act on the copyright owner’s behalf.
Any notice or counter-notice must be truthful and must be submitted under penalty of perjury. A false notice or counter-notice may give rise to personal liability. Parties should seek the advice of legal counsel before submitting a notice or counter-notice. Upon receipt of the notice, Modas Systems may make a good faith attempt to transmit the notice to the party who has transmitted or received the allegedly infringing copyrighted work, and to transmit any counter-notification to the complaining party. Modas Systems may, at its sole discretion, suspend, terminate, or disconnect ’s access to any use of the Plan Services or Customer account if it is deemed that such party has engaged in one or more instance of copyright infringement.
- Governing Law, Venue, and Dispute Resolution
The laws of the state of Texas, U.S.A., excluding its conflicts-of-law rules, govern this Agreement and your use of Modas Systems Services. You agree that any disputes between you and Modas Systems shall be adjudicated in the state and federal courts of the State of Texas, U.S.A. Venue for all claims and disputes between you and Modas Systems shall be the appropriate courts located in the City and County of Dallas, Texas. You hereby consent to venue and personal jurisdiction in such courts with respect to such claims or disputes and irrevocably waive any right that such party may have to assert that such forum is not convenient or that any such court lacks jurisdiction.
Notwithstanding the adjudication requirement above, for any dispute involving $10,000 or less, the party requesting relief may choose to resolve the dispute through binding, non-appearance-based arbitration (i.e., arbitration conducted online, through written filings, and/or via teleconference). Such arbitration shall be conducted through an established alternative dispute resolution service mutually agreed on by the parties, and any judgment rendered by the arbitrator may be entered in any court having jurisdiction.
Some jurisdictions may place limits on governing law, venue, and/or dispute resolution provisions, so certain of the foregoing requirements in this section may not apply to you.
If any portion of these terms and conditions is determined to be unenforceable under applicable law, that portion shall be construed as nearly as possible to reflect the original intentions of the parties. All remaining terms set forth herein shall continue to have full force and effect.
- Disclaimers and Limitation of Liability
ACCESS TO THIS SITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND MODAS SYSTEMS DOES NOT GUARANTEE THAT THE SITE WILL BE ACCURATE, COMPLETE, OR FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS. MODAS SYSTEMS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY SIMILAR WARRANTY, WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY STATE THEREOF OR ANY OTHER COUNTRY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MODAS SYSTEMS, ITS EMPLOYEES, OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.
IN NO EVENT SHALL MODAS SYSTEMS BE LIABLE TO YOU OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER ARISING UNDER CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY. MODAS SYSTEMS’S TOTAL LIABILITY FOR ANY AND ALL DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED AND CAPPED IN THEIR ENTIRETY AT ONE THOUSAND DOLLARS ($1,000.00) DOLLARS. THE LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY IN ANY AND ALL CIRCUMSTANCES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO CERTAIN OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
- Third-Party Rights
The provisions of the Disclaimers and Limitation of Liability section above are for the benefit of Modas Systems and its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers to the Site. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
- Enforceability and Admissibility
This electronic document and any other electronic documents, policies, and guidelines incorporated herein will be: (1) deemed for all purposes to be a “writing” or “in writing,” and to comply with all statutory, contractual, and other legal requirements for a writing; (2) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (3) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation or administrative proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.
- Waiver, Modification, and Assignment
Any failure by Modas Systems to insist upon or enforce strict performance of any provision of these Website TOU shall not be construed as a waiver of any provision or right thereof. Neither the course of conduct between Modas Systems and a user of this Site nor the course of trade practice shall act to modify any provision of these Website TOU. Modas Systems may assign its rights and duties under these TOU to any party at any time without notice to you.