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MODO Innovations LLC – Terms of Service

Last Updated: September 1, 2025 | v1.0

These Terms of Service (“Terms”) govern access to and use of the MODO software platform and related services (“Platform,” “MODO,” “we,” “us,” “our”) by clients (“Client,” “you,” “your”). By accessing or using the Platform, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company, you represent that you have the authority to bind that company.

1. Scope of Services

1.1 Platform Access

MODO provides access to its proprietary cloud-based software platform (the “Platform”), designed to support on-demand manufacturing and related business operations. The Platform includes tools for order ingestion, workflow management, production tracking, reporting, and analytics. Features may expand or evolve over time as the Platform is updated.

1.2 Core Features

As of the effective date of these Terms, the Platform may include, but is not limited to, the following functional areas:

  • Order Management: ingestion via API, eCommerce integrations, CSV upload, or direct entry.

  • Production Tools: configurable workflows, production stage tracking, terminal interfaces, issue management, and shipping integrations.

  • Business Operations: dashboards, reporting, and analytics to support executive and operational oversight.

  • Merchant Experience: portals for merchants and clients to review orders, manage products, and engage with the production process.

1.3 Platform Updates

MODO may add, remove, or modify Platform features at its discretion. Updates will generally enhance performance, usability, or functionality, but may occasionally involve the removal or replacement of existing features.

1.4 Custom Development & Add-On Services

Beyond the core Platform, Clients may request additional services such as:

  • Custom Feature Development tailored to a Client’s unique business processes.

  • Technical Liaison Services to coordinate integrations with third-party systems or vendors.

  • Specialized Consulting relating to workflow design, analytics, or operational strategy.

Such services will be provided only upon mutual agreement, documented in a separate statement of work, addendum, or other written agreement (“Custom Development Agreement”). All custom development and consulting work remain at the sole discretion and availability of MODO, and may involve additional fees.

1.5 Service Limitations

While MODO endeavors to provide reliable and continuous access, the Platform may experience scheduled maintenance, updates, or unexpected downtime. MODO does not warrant uninterrupted availability and is not liable for delays or interruptions outside its reasonable control.

2. Accounts and Access

2.1 Eligibility and Authorization

The Platform is intended for use by businesses and their authorized representatives only. By creating an account or accessing the Platform, you represent and warrant that:

  • You are at least 18 years of age and legally able to enter into binding contracts.

  • If you are accessing on behalf of a company, organization, or other legal entity (the “Client”), you have the authority to bind that entity to these Terms. The term “Client” will refer both to you as an individual and to the entity you represent.

  • You will only provide information that is accurate, current, and complete when creating and maintaining an account.

MODO reserves the right to refuse, suspend, or terminate access to the Platform at its sole discretion if eligibility requirements are not met or if account information is inaccurate or misleading.

2.2 User Conduct and Misuse

Users agree to use the Platform only for lawful purposes and in accordance with these Terms. The following, without limitation, constitute misuse of the Platform and are strictly prohibited:

  • Reverse Engineering: attempting to decompile, disassemble, copy, or otherwise reverse engineer any part of the Platform or its underlying software.

  • Intellectual Property Violations: using the Platform in a manner that infringes, misappropriates, or otherwise violates the intellectual property, privacy, contractual, or other rights of any third party.

  • Unauthorized Access: attempting to gain unauthorized access to the Platform, other accounts, computer systems, or networks connected to the Platform, including via hacking, password mining, or any other means.

  • Security Breach: uploading or transmitting viruses, worms, Trojan horses, malware, corrupted files, or any other harmful code designed to damage or disrupt the Platform or any connected system.

  • Fraudulent or Illegal Use: using the Platform to engage in fraudulent, deceptive, or illegal activities, including processing fraudulent orders or misrepresenting data.

  • Abusive Activity: interfering with or disrupting the performance or integrity of the Platform, including excessive or abnormal usage (e.g., denial-of-service attacks, excessive API calls beyond normal operational use).

  • Resale or Unauthorized Sharing: selling, sublicensing, renting, leasing, or otherwise providing access to the Platform to unauthorized third parties, without express written approval from MODO.

  • Misrepresentation: falsely representing your affiliation with any person or entity, or misrepresenting the purpose of your use of the Platform.

  • Prohibited Content: uploading or distributing content that is defamatory, obscene, harassing, offensive, or otherwise violates applicable law or community standards.

MODO reserves the right to investigate suspected misuse, suspend or terminate access, and pursue any legal remedies available.

3. Fees and Payment

3.1 Subscription Fee

Clients will pay a Subscription Fee for access to the Platform. The Subscription Fee is billed in advance at the start of each monthly billing cycle. This fee secures continued access to the Platform and its standard features, regardless of order volume.

3.2 Usage Fee

In addition to the Subscription Fee, Clients will pay a Usage Fee, calculated as a percentage of on-demand revenue processed through the Platform during the billing period. The Usage Fee is billed in arrears, reflecting activity from the prior billing cycle.

3.1 Subscription Fee

  • Combined Invoice: Subscription and Usage Fees will be invoiced together in a single monthly invoice.

  • Due Date: Payment is due net seven (7) days from the invoice date unless otherwise agreed in writing.

  • Payment Methods: Clients may pay via wire transfer or ACH using the details provided on the invoice. Payment by credit card is also accepted, but will incur a 3.5% merchant processing fee applied to the total invoice amount.

3.4 Order Cancellations and Adjustments

In the event of large-scale cancellations or suspensions of orders after billing, exceptions to billed Usage Fees may be evaluated on a case-by-case basis. Clients must submit written requests for adjustment within fifteen (15) days of invoice issuance to [email protected], including supporting documentation and specific order details. Approval of any adjustment is at MODO’s sole discretion.

3.5 Non-Payment and Suspension of Service

  • Accounts with invoices more than fifteen (15) days past due may be suspended until payment is received in full.

  • After thirty (30) days of non-payment, MODO reserves the right to terminate access to the Platform and reassign resources associated with the Client’s account.

  • Chargebacks initiated by the Client or the Client’s financial institution will be treated as non-payment under this Agreement. Clients remain fully liable for the original invoiced amount plus any additional costs incurred by MODO, including bank fees, merchant processing fees, legal costs, or collection expenses. Repeated or excessive chargebacks may result in immediate suspension or termination of service at MODO’s sole discretion.

  • At MODO’s discretion, interest charges may be applied to overdue balances at a rate not to exceed 1.5% per month or the maximum rate permitted by applicable law.

3.6 Client Data in Event of Non-Payment

In the event of non-payment (including chargebacks):

  • All Client Data stored within the Platform shall be deemed forfeit and property of MODO.

  • MODO will not release or transfer Client Data, including order history, product templates, or other proprietary information, until all outstanding balances are paid in full.

  • If the relationship is terminated, release of Client Data (if approved by MODO) shall only occur after payment of all outstanding invoices.

3.7 Custom Development and Extenuating Fees

Custom development, feature requests, or other professional services agreed upon prior to the start of a separate engagement will be invoiced separately. Failure to pay such invoices when due will be subject to the same non-payment policy outlined in Section 5.5, including possible suspension of Platform access.

3.8 Taxes

All fees are exclusive of applicable taxes, levies, or duties imposed by taxing authorities. Clients are responsible for payment of all such taxes, excluding only taxes based solely on MODO’s net income.

4. Intellectual Property

4.1 Ownership of the Platform

The Platform, including but not limited to all software, code, algorithms, processes, user interfaces, designs, documentation, and associated technology (collectively, the “MODO Property”), is and shall remain the sole and exclusive property of MODO. No ownership rights are transferred to Client under this Agreement. Client receives only the limited rights of access and use expressly granted herein.

4.2 Future Development and Custom Work

Any enhancements, modifications, features, integrations, or other development work performed by MODO for Client, whether as part of standard service delivery or through a separately scoped engagement, shall be the exclusive property of MODO. MODO retains full rights to use, commercialize, or repurpose such work for the benefit of other clients or for its own business purposes.

  • Unless expressly agreed in writing by MODO, no custom development confers ownership rights or intellectual property rights to the Client beyond the limited right to access and use the resulting functionality within the Platform.

  • For clarity, no development work, whether jointly scoped, funded, or requested by Client, shall create any joint ownership or co-ownership of intellectual property between Client and MODO. All such rights shall remain solely with MODO.

4.3 White-Label Versions

MODO may offer a white-label version of the Platform that presents as Client-branded or otherwise appears to be under Client’s control. Client acknowledges that such white-labeling does not transfer any ownership of the Platform or underlying intellectual property. All MODO terms of service remain in full effect, and Client’s rights are limited to access and use as outlined in this Agreement.

4.4 Client Data

All Client Data, defined as business information, customer information, order data, and related content provided by or on behalf of Client, shall remain the property of Client. MODO may process, store, and use Client Data solely to provide the Services, improve the Platform, and in anonymized and aggregated form for analytics, benchmarking, and product development.

4.5 Intellectual Property Indemnity

Client represents and warrants that it has all necessary rights, licenses, and consents to provide Client Data and any materials uploaded, submitted, or transmitted through the Platform. Client agrees to indemnify, defend, and hold harmless MODO, its affiliates, officers, employees, and contractors against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to allegations that Client Data, materials, or use of the Platform by Client infringes, misappropriates, or otherwise violates any intellectual property, privacy, or other rights of a third party.MODO has no obligation to monitor, review, or police Client Data for compliance with intellectual property rights or Applicable Law. Responsibility for ensuring that Client Data and related materials do not infringe or violate third-party rights rests solely with Client.

5. Confidentiality

5.1 Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” means any non-public, proprietary, or sensitive information disclosed by either Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with this Agreement, whether orally, in writing, electronically, or by inspection of tangible objects. Confidential Information includes, but is not limited to: Client Data, business and marketing plans, financial information, pricing, roadmaps, technical infrastructure, product designs, specifications, source code, trade secrets, customer or vendor lists, and any information that by its nature should reasonably be considered confidential.

5.2 Exclusions

Confidential Information does not include information that:

  • was already lawfully known to the Receiving Party at the time of disclosure;

  • becomes publicly available through no breach of this Agreement;

  • is lawfully received by the Receiving Party from a third party without restriction; or

  • is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

5.3 Obligations of MODO

MODO will not disclose, share, or transfer Client’s Confidential Information, including Client Data, to any third party except:

  • to employees, contractors, affiliates, or partners with a legitimate need to know for the purpose of operating, maintaining, or supporting the Platform, or

  • as required by law.

MODO will require all such recipients to maintain obligations of confidentiality no less protective than those set forth herein. Any disclosure to non-affiliated third parties shall require the prior written consent of Client.

5.4 Obligations of Client

Client agrees not to disclose, share, or transfer MODO’s Confidential Information, including technical infrastructure, source code, architecture, proprietary processes, product roadmaps, or strategic initiatives, to any third party without MODO’s prior written consent. Client further agrees not to use MODO’s Confidential Information for any purpose other than exercising its rights and performing its obligations under this Agreement.

5.5 Required Disclosures

If either Party is compelled by law, regulation, or valid legal process to disclose Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice (unless legally prohibited) so the Disclosing Party may seek a protective order or other remedy. The Receiving Party shall disclose only that portion of the Confidential Information that is legally required and shall use reasonable efforts to maintain its confidentiality.

5.6 Duration

The obligations in this Section shall remain in effect for the longer of:

  • three (3) years from the date of disclosure, or

  • for trade secrets, as long as such information remains a trade secret under applicable law.

These confidentiality obligations shall survive termination or expiration of this Agreement.

5.7 Injunctive Relief

Both Parties acknowledge that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages are insufficient. Accordingly, each Party shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity, to enforce the terms of this Section.

6. Audit Rights

6.1 Purpose

MODO reserves the right to audit Client’s use of the Platform for the purpose of verifying:

  • the accuracy of Usage Fees invoiced and paid,

  • compliance with the terms of this Agreement, and

  • the integrity of order and production data transmitted through the Platform.

6.2 Conditions

Audits will only be initiated where MODO has a reasonable, good-faith suspicion of underpayment, abuse, or material discrepancy. Audits may be conducted during normal business hours with reasonable advance notice, but MODO reserves the right to shorten such notice in cases where suspected abuse could be obscured by delay.

6.3 Scope

The scope of any audit shall be limited to records, systems, and data directly relevant to verifying usage, order activity, and compliance with this Agreement. MODO will not access or review unrelated Client information.

6.4 Self-Reporting

If Client identifies and discloses any errors, discrepancies, or underpayments in writing to [email protected] before an audit is initiated, MODO will work collaboratively with Client to reconcile the account without penalty other than payment of the amounts due and any applicable interest under Section 5.5 (Non-Payment and Suspension of Service).

6.5 Costs

Audits will be conducted at MODO’s expense. However, if an audit confirms underpayment of Usage Fees or other material breach of this Agreement, Client shall reimburse MODO for the reasonable costs of the audit in addition to paying any outstanding amounts owed, plus applicable interest under Section 5.5.

6.6 Cooperation and Breach

Client shall provide full cooperation during any audit, including timely access to relevant records, personnel, and systems. Failure to reasonably cooperate with an audit shall constitute a material breach of this Agreement and may result in immediate suspension of access to the Platform and/or termination of this Agreement by MODO.

7. Term and Termination

7.1 Term

These Terms remain in effect until terminated by either party as provided below

7.2 Termination for Convenience

Either Client or MODO may terminate the Agreement for any reason upon thirty (30) days’ prior written notice.

7.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party (a) materially breaches these Terms and fails to cure within ten (10) days of notice, or (b) becomes insolvent, subject to bankruptcy, or ceases business operations.

7.4 Effect of Termination

  • Upon termination, Client’s access to the Platform will be suspended.

  • Client remains responsible for all accrued and unpaid fees through the termination date.

  • MODO may suspend or withhold access to Client Data until all outstanding amounts are paid in full.

  • If Client has prepaid subscription fees for periods beyond the termination date, MODO will refund the unused portion.

7.5 Data Return

Upon request, and subject to full payment of all amounts due, MODO will make Client Data available in a commercially reasonable format for export or download.

7.6 Survival

Sections relating to confidentiality, intellectual property, audit rights, indemnification, limitations of liability, and any other provisions which by their nature should survive, shall survive termination.

8. Disclaimers and Limitation of Liability

8.1 Platform Warranty Disclaimer

MODO will use commercially reasonable efforts, industry-standard security practices, and diligent care in the provision of the Platform and Services. However, Client acknowledges that no software platform is entirely free from errors, interruptions, or vulnerabilities. Accordingly, except as expressly set forth in these Terms, the Platform and Services are provided “as is” and “as available.” MODO does not guarantee that the Platform will be uninterrupted, error-free, or completely secure, or that Client Data will never be lost or altered.

8.2 Disclaimer of Damages

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind, including without limitation loss of profits, business interruption, loss of business opportunities, or loss or corruption of data, even if advised of the possibility of such damages.

8.3 Liability Cap

Except for excluded claims (defined below), each party’s total liability for all claims arising under or relating to these Terms, whether in contract, tort, or otherwise, shall not exceed the total fees paid or payable by Client to MODO in the twelve (12) months immediately preceding the event giving rise to the claim.

8.4 Excluded Claims

The above exclusions and limitations shall not apply to:

  • either party’s indemnification obligations under these Terms;

  • damages arising from a party’s gross negligence or willful misconduct;

  • Client’s payment obligations to MODO.

9. Indemnification

9.1 By Client

Client shall indemnify, defend, and hold harmless MODO, its Members, officers, employees, contractors, and affiliates (collectively, the “MODO Parties”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

  • Client’s misuse of the Platform or Services;

  • any violation of applicable law by Client or its Users;

  • any allegation that Client Data infringes or misappropriates the intellectual property rights or privacy rights of a third party; or

  • Client’s breach of these Terms.

9.2 By MODO

MODO shall indemnify, defend, and hold harmless Client, its officers, employees, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

  • any allegation that the Platform, as provided by MODO (excluding Client Data and third-party integrations), infringes or misappropriates the intellectual property rights of a third party; or

  • MODO’s gross negligence or willful misconduct.

9.3 Conditions

The indemnified party must promptly notify the indemnifying party in writing of any claim, permit the indemnifying party to control the defense and settlement of such claim, and reasonably cooperate at the indemnifying party’s expense. The indemnifying party may not settle any claim without the indemnified party’s prior written consent if the settlement would impose obligations on the indemnified party other than the payment of money, which the indemnifying party shall cover.

10. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.Any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Los Angeles County, California, before a single arbitrator, and the language of the arbitration shall be English. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

Each party agrees that disputes shall be conducted solely on an individual basis, and not as a class action, collective action, or representative proceeding. The parties hereby waive their right to a jury trial.

11. Miscellaneous

11.1 Entire Agreement

These Terms, together with any supplemental agreements expressly referenced herein (including MODO’s Privacy Policy and Operating Agreement, where applicable), constitute the entire agreement between the parties with respect to the Services, and supersede all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral.

11.2 Amendments

MODO may update or modify these Terms from time to time by posting a revised version on the Platform or by notifying Clients directly. Continued use of the Services after such changes shall constitute Client’s consent to the updated Terms. Any modifications to fees will be subject to the notice provisions described in Section 5 (Fees and Payment).

11.3 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

11.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

11.5 Assignment

Client may not assign or transfer these Terms, in whole or in part, whether voluntarily, by operation of law, or otherwise, without MODO’s prior written consent. MODO may assign or transfer these Terms without restriction, provided such assignment does not materially reduce Client’s rights. Any attempted assignment in violation of this section shall be null and void.

11.6 Force Majeure

MODO shall not be liable or responsible for any failure or delay in performance caused by events outside of its reasonable control, including without limitation acts of God, natural disasters, pandemics, acts of government, labor disputes, supply chain disruptions, internet or hosting outages, or other events commonly recognized as “force majeure.”

11.7 Independent Contractors

The relationship between MODO and Client is that of independent contractors, and nothing in these Terms shall be construed to create any partnership, joint venture, agency, or fiduciary relationship.

11.8 Notices

All notices under these Terms must be in writing. Notices to MODO shall be sent to [email protected]. Notices to Client shall be sent to the contact details associated with Client’s account.