Terms of Service

The Modelworks Terms of ServiceCopy Anchor Link

Effective date: December 20, 2024

A. DefinitionsCopy Anchor Link

Short version: We use these basic terms throughout the agreement, and they have specific meanings. You should know what we mean when we use each of the terms. There's not going to be a test on it, but it's still useful information.

1. An "Account" represents your legal relationship with Modelworks. A “Personal Account” represents an individual User’s authorization to log in to and use the Service and serves as a User’s identity on Modelworks. “Organizations” are shared workspaces that may be associated with a single entity or with one or more Users where multiple Users can collaborate across many projects at once. A Personal Account can be a member of any number of Organizations.
2. The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Terms of Service” or the "Terms") and all other operating rules, policies (including the Modelworks Privacy Statement, available at modelworks.ai/site/privacy) and procedures that we may publish from time to time on the Website.
3. "Beta Previews" mean software, services, or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.
4. “Content” refers to content featured or displayed through the Website, including without limitation code, text, data, articles, images, photographs, graphics, software, applications, packages, designs, features, and other materials that are available on the Website or otherwise available through the Service. "Content" also includes Services. “User-Generated Content” is Content, written or otherwise, created or uploaded by our Users. "Your Content" is Content that you create or own.
5. “Modelworks,” “We,” and “Us” refer to Modelworks, Inc., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
6. The “Service” refers to the applications, software, products, and services provided by Modelworks, including any Beta Previews.
7. “The User,” “You,” and “Your” refer to the individual person, company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the Account; or that directs the use of the Account in the performance of its functions. A User must be at least 13 years of age. Special terms may apply for business or government Accounts (See Section B(5): Additional Terms).
8. The “Website” refers to Modelworks’s website located at modelworks.ai, and all content, services, and products provided by Modelworks at or through the Website. It also refers to Modelworks-owned subdomains of modelworks.ai. Occasionally, websites owned by Modelworks may provide different or additional terms of service. If those additional terms conflict with this Agreement, the more specific terms apply to the relevant page or service.

B. Account TermsCopy Anchor Link

Short version: Personal Accounts and Organizations have different administrative controls; a human must create your Account; you must be 13 or over; you must provide a valid email address; and you may not have more than one free Account. You alone are responsible for your Account and anything that happens while you are signed in to or using your Account. You are responsible for keeping your Account secure.

1. Account ControlsCopy Anchor Link

• Users. Subject to these Terms, you retain ultimate administrative control over your Personal Account and the Content within it.

• Organizations. The "owner" of an Organization that was created under these Terms has ultimate administrative control over that Organization and the Content within it. Within the Service, an owner can manage User access to the Organization’s data and projects. An Organization may have multiple owners, but there must be at least one Personal Account designated as an owner of an Organization. If you are the owner of an Organization under these Terms, we consider you responsible for the actions that are performed on or through that Organization.

2. Required InformationCopy Anchor Link

You must provide a valid email address in order to complete the signup process. Any other information requested, such as your real name, is optional, unless you are accepting these terms on behalf of a legal entity (in which case we need more information about the legal entity) or if you opt for a paid Account, in which case additional information will be necessary for billing purposes.

3. Account RequirementsCopy Anchor Link

We have a few simple rules for Personal Accounts on Modelworks' Service.

• You must be a human to create an Account. Accounts registered by "bots" or other automated methods are not permitted. We do permit machine accounts:
• A machine account is an Account set up by an individual human who accepts the Terms on behalf of the Account, provides a valid email address, and is responsible for its actions. A machine account is used exclusively for performing automated tasks. Multiple users may direct the actions of a machine account, but the owner of the Account is ultimately responsible for the machine's actions. You may maintain no more than one free machine account in addition to your free Personal Account.
• One person or legal entity may maintain no more than one free Account (if you choose to control a machine account as well, that's fine, but it can only be used for running a machine).
• You must be age 13 or older. While we are thrilled to see brilliant young coders get excited by learning to program, we must comply with United States law. Modelworks does not target our Service to children under 13, and we do not permit any Users under 13 on our Service. If we learn of any User under the age of 13, we will terminate that User’s Account immediately. If you are a resident of a country outside the United States, your country’s minimum age may be older; in such a case, you are responsible for complying with your country’s laws.
• Your login may only be used by one person — i.e., a single login may not be shared by multiple people. A paid Organization may only provide access to as many Personal Accounts as your subscription allows.
• You may not use Modelworks in violation of export control or sanctions laws of the United States or any other applicable jurisdiction. You may not use Modelworks if you are or are working on behalf of a Specially Designated National (SDN) or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency. Modelworks may allow persons in certain sanctioned countries or territories to access certain Modelworks services pursuant to U.S. government authorizations.

4. Account SecurityCopy Anchor Link

You are responsible for keeping your Account secure while you use our Service. We offer tools such as two-factor authentication to help you maintain your Account's security, but the content of your Account and its security are up to you.

• You are responsible for all content posted and activity that occurs under your Account (even when content is posted by others who have Accounts under your Account).
• You are responsible for maintaining the security of your Account and password. Modelworks cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
• You will promptly notify Modelworks by contacting us via email at copyright@modelworks.ai if you become aware of any unauthorized use of, or access to, our Service through your Account, including any unauthorized use of your password or Account.

5. Additional TermsCopy Anchor Link

In some situations, third parties' terms may apply to your use of Modelworks. For example, you may be a member of an organization on Modelworks with its own terms or license agreements; you may download an application that integrates with Modelworks; or you may use Modelworks to authenticate to another service. Please be aware that while these Terms are our full agreement with you, other parties' terms govern their relationships with you.

C. Acceptable UseCopy Anchor Link

Short version: Modelworks hosts a wide variety of collaborative projects from all over the world, and that collaboration only works when our users are able to work together in good faith. While using the service, you must follow the terms of this section, which include some restrictions on content you can post, conduct on the service, and other limitations. In short, be excellent to each other.

Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control or sanctions laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.

D. User-Generated ContentCopy Anchor Link

Short version: You own content you create, but you allow us certain rights to it, so that we can display and share the content you post. You still have control over your content, and responsibility for it, and the rights you grant us are limited to those we need to provide the service. We have the right to remove content or close Accounts if we need to.

1. Responsibility for User-Generated ContentCopy Anchor Link

You may create or upload User-Generated Content while using the Service. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.

2. Modelworks May Remove ContentCopy Anchor Link

We have the right to refuse or remove any User-Generated Content that, in our sole discretion, violates any laws. User-Generated Content displayed on Modelworks Mobile may be subject to mobile app stores' additional terms.

3. Ownership of Content, Right to Post, and License GrantsCopy Anchor Link

You retain ownership of and responsibility for Your Content. If you're posting anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you post; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you post.

Because you retain ownership of and responsibility for Your Content, we need you to grant us — and other Modelworks Users — certain legal permissions, listed in Sections D.4 — D.7. These license grants apply to Your Content. If you upload Content that already comes with a license granting Modelworks the permissions we need to run our Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted in Sections D.4 — D.7. The licenses you grant to us will end when you remove Your Content from our servers, unless other Users have forked it.

4. License Grant to UsCopy Anchor Link

We need the legal right to do things like host Your Content, publish it, and share it. You grant us and our legal successors the right to store, archive, parse, and display Your Content, and make incidental copies, as necessary to provide the Service, including improving the Service over time. This license includes the right to do things like copy it to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it, in case Your Content is something like music or video.

This license does not grant Modelworks the right to sell Your Content. It also does not grant Modelworks the right to otherwise distribute or use Your Content outside of our provision of the Service, except that as part of the right to archive Your Content, Modelworks may permit our partners to store and archive Your Content in public AI Circuits.

5. License Grant to Other UsersCopy Anchor Link

Any User-Generated Content you post publicly including contributions to other Users' AI Circuits, may be viewed by others. By setting your AI Circuits to be viewed publicly, you agree to allow others to view and "embed" or copy your circuits (this means that others may make their own copies of Content from your circuit in circuits they control).

If you set your AI Circuits to be viewed publicly, you grant each User of Modelworks a nonexclusive, worldwide license to use, display, and perform Your Content through the Modelworks Service and to reproduce Your Content solely on Modelworks as permitted through Modelworks' functionality (for example, through embedding). You may grant further rights if you adopt a license. If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other Modelworks Users.

6. Contributions Under AI Circuit LicenseCopy Anchor Link

Whenever you add Content to a AI Circuit containing notice of a license, you license that Content under the same terms, and you agree that you have the right to license that Content under those terms. If you have a separate agreement to license that Content under different terms, such as a contributor license agreement, that agreement will supersede.

7. Moral RightsCopy Anchor Link

You retain all moral rights to Your Content that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in Section D.4, but not otherwise.

To the extent this agreement is not enforceable by applicable law, you grant Modelworks the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Website and provide the Service.

E. Private AI CircuitsCopy Anchor Link

Short version: We treat the content of private AI Circuits as confidential, and we only access it as described in our Privacy Statement—for security purposes, to assist the AI Circuit owner with a support matter, to maintain the integrity of the Service, to comply with our legal obligations, if we have reason to believe the contents are in violation of the law, or with your consent.

1. Control of Private AI CircuitsCopy Anchor Link

Some Accounts may have private AI Circuits, which allow the User to control access to Content.

2. Confidentiality of Private AI CircuitsCopy Anchor Link

Modelworks considers the contents of private AI Circuits to be confidential to you. Modelworks will protect the contents of private AI Circuits from unauthorized use, access, or disclosure in the same manner that we would use to protect our own confidential information of a similar nature and in no event with less than a reasonable degree of care.

3. AccessCopy Anchor Link

Modelworks personnel may only access the content of your private AI Circuits in the situations described in our Privacy Statement.

You may choose to enable additional access to your AI Circuits. For example:

• You may enable various Modelworks services or features that require additional rights to Your Content in private AI Circuits. These rights may vary depending on the service or feature, but Modelworks will continue to treat your private AI Circuits Content as confidential. If those services or features require rights in addition to those we need to provide the Modelworks Service, we will provide an explanation of those rights.

Additionally, we may be compelled by law to disclose the contents of your private AI Circuits.

Modelworks will provide notice regarding our access to private AI Circuit content, unless for legal disclosure, to comply with our legal obligations, or where otherwise bound by requirements under law, for automated scanning, or if in response to a security threat or other risk to security.

F. Copyright Infringement and DMCA PolicyCopy Anchor Link

It is Modelworks' policy to (1) block access to or remove material that it believes in good faith to be the intellectual property of a third party (e.g., copyright, trademark, trade dress, etc.) that Modelworks believes has been unlawfully copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat infringers of this policy.

1. Designated Copyright AgentCopy Anchor Link

Pursuant to 17 U.S.C. § 512(c)(2), Modelworks has designated an agent to receive notifications of claimed copyright infringement. If you believe that material or content residing on or accessible through the Modelworks website or service infringes a copyright, please send a written notification of claimed infringement to our designated copyright agent at the following address:

DMCA Agent: Rajeev Kadam Modelworks, Inc. 1705 Alder Creek Court San Jose, CA 95148 United States Email: raj@modelworks.ai

2. Filing a DMCA Takedown NoticeCopy Anchor Link

To be effective under the Digital Millennium Copyright Act (17 U.S.C. § 512(c)(3)), a notification of claimed copyright infringement must be a written communication provided to the designated agent and must include the following elements:

1. Signature: A physical or electronic signature of the copyright owner or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work: A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works.
3. Identification of the infringing material: A description of the material that is claimed to be infringing and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Modelworks to locate the material (e.g., the specific URL where the infringing material is located).
4. Contact information: Information reasonably sufficient to permit Modelworks to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
5. Good faith belief statement: A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
6. Accuracy statement: A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notifications not substantially conforming to these requirements may be rejected, and the sender may be asked to resubmit a conforming notice before any action is taken. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses.

Notifications should be sent to raj@modelworks.ai. For faster processing, please include "DMCA Takedown Notice" in the subject line.

3. Counter-NotificationCopy Anchor Link

If you believe that your material was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with Modelworks' designated copyright agent. Pursuant to 17 U.S.C. § 512(g)(3), a counter-notification must include the following:

1. Signature: A physical or electronic signature of the subscriber.
2. Identification of removed material: Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
3. Good faith belief statement: A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
4. Consent to jurisdiction: The subscriber's name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which Modelworks may be found, and that the subscriber will accept service of process from the person who provided the notification of claimed infringement or an agent of such person.

Upon receipt of a valid counter-notification, Modelworks will forward a copy to the original complaining party. If the original complaining party does not, within 10 to 14 business days, file an action seeking a court order to restrain the subscriber from engaging in infringing activity relating to the material on Modelworks' site, Modelworks will restore the removed material and cease disabling access to it.

4. Repeat Infringer PolicyCopy Anchor Link

Modelworks will terminate, in appropriate circumstances, the accounts of users who are determined to be repeat infringers of copyrighted material. A repeat infringer is a user who has been the subject of two or more properly filed and substantiated DMCA takedown notices.

5. False ClaimsCopy Anchor Link

Any person who knowingly materially misrepresents (1) that material is infringing, or (2) that material was removed or disabled by mistake or misidentification, may be subject to liability under 17 U.S.C. § 512(f).

G. Intellectual Property NoticeCopy Anchor Link

Short version: We own the service and all of our content. In order for you to use our content, we give you certain rights to it, but you may only use our content in the way we have allowed.

1. Modelworks' Rights to ContentCopy Anchor Link

Modelworks and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Website and Service. We reserve all rights that are not expressly granted to you under this Agreement or by law. The look and feel of the Website and Service is copyright © Modelworks, Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, or visual design elements or concepts without express written permission from Modelworks.

2. Modelworks Trademarks and LogosCopy Anchor Link

If you’d like to use Modelworks’s trademarks, feel free to email copyright@modelworks.ai.

3. License to Modelworks PoliciesCopy Anchor Link

This Agreement is licensed under this Creative Commons Zero license.

H. API TermsCopy Anchor Link

Short version: You agree to these Terms of Service, plus this Section H, when using any of Modelworks' APIs (Application Provider Interface), including use of the API through a third party product that accesses Modelworks.

Abuse or excessively frequent requests to Modelworks via the API may result in the temporary or permanent suspension of your Account's access to the API. Modelworks, in our sole discretion, will determine abuse or excessive usage of the API. We will make a reasonable attempt to warn you via email prior to suspension.

You may not share API tokens to exceed Modelworks' rate limitations.

You may not use the API to download data or Content from Modelworks for spamming purposes, including for the purposes of selling Modelworks users' personal information, such as to recruiters, headhunters, and job boards.

All use of the Modelworks API is subject to these Terms of Service and the Modelworks Privacy Statement.

Modelworks may offer subscription-based access to our API for those Users who require high-throughput access or access that would result in resale of Modelworks' Service.

I. Modelworks Additional Product TermsCopy Anchor Link

Short version: You need to follow certain specific terms and conditions for Modelworks' various features and products, and you agree to the Supplemental Terms and Conditions when you agree to this Agreement.

Some Service features may be subject to additional terms specific to that feature or product as set forth in the Modelworks Additional Product Terms.

J. Beta PreviewsCopy Anchor Link

Short version: Beta Previews may not be supported or may change at any time. You may receive confidential information through those programs that must remain confidential while the program is private. We'd love your feedback to make our Beta Previews better.

1. Subject to ChangeCopy Anchor Link

Beta Previews may not be supported and may be changed at any time without notice. In addition, Beta Previews are not subject to the same security measures and auditing to which the Service has been and is subject. By using a Beta Preview, you use it at your own risk.

2. ConfidentialityCopy Anchor Link

As a user of Beta Previews, you may get access to special information that isn’t available to the rest of the world. Due to the sensitive nature of this information, it’s important for us to make sure that you keep that information secret.

Confidentiality Obligations. You agree that any non-public Beta Preview information we give you, such as information about a private Beta Preview, will be considered Modelworks’s confidential information (collectively, “Confidential Information”), regardless of whether it is marked or identified as such. You agree to only use such Confidential Information for the express purpose of testing and evaluating the Beta Preview (the “Purpose”), and not for any other purpose. You should use the same degree of care as you would with your own confidential information, but no less than reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of our Confidential Information. You promise not to disclose, publish, or disseminate any Confidential Information to any third party, unless we don’t otherwise prohibit or restrict such disclosure (for example, you might be part of a Modelworks-organized group discussion about a private Beta Preview feature).

Exceptions. Confidential Information will not include information that is: (a) or becomes publicly available without breach of this Agreement through no act or inaction on your part (such as when a private Beta Preview becomes a public Beta Preview); (b) known to you before we disclose it to you; (c) independently developed by you without breach of any confidentiality obligation to us or any third party; or (d) disclosed with permission from Modelworks. You will not violate the terms of this Agreement if you are required to disclose Confidential Information pursuant to operation of law, provided Modelworks has been given reasonable advance written notice to object, unless prohibited by law.

3. FeedbackCopy Anchor Link

We’re always trying to improve of products and services, and your feedback as a Beta Preview user will help us do that. If you choose to give us any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback for our products or services (collectively, “Feedback”), you acknowledge and agree that Modelworks will have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate the Feedback into our products, services, and documentation.

K. PaymentCopy Anchor Link

Short version: You are responsible for any fees associated with your use of Modelworks. We are responsible for communicating those fees to you clearly and accurately, and letting you know well in advance if those prices change.

1. PricingCopy Anchor Link

Our subscriptions are term-based, and pricing is determined by credits, which are outlined on each AI Circuit’s information page. Credits required for usage may vary between AI Circuit versions. If you agree to a subscription or credit purchase, that will remain your price for the duration of the subscription term; however, credit requirements may change with AI Circuit updates, and subscription rates are subject to change at the end of a subscription term.

2. Credit PurchasesCopy Anchor Link

• We will immediately bill you when you purchase credits.

3. Billing Schedule; No RefundsCopy Anchor Link

Payment Based on Usage Some Service features are billed based on your usage. A limited quantity of these Service features may be included in your plan for a limited term without additional charge. If you choose to use paid Service features beyond the quantity included in your plan, you pay for those Service features based on your actual usage.

Invoicing For invoiced Users, User agrees to pay the fees in full, up front without deduction or setoff of any kind, in U.S. Dollars. User must pay the fees within thirty (30) days of the Modelworks invoice date. Amounts payable under this Agreement are non-refundable, except as otherwise provided in this Agreement. If User fails to pay any fees on time, Modelworks reserves the right, in addition to taking any other action at law or equity, to (i) charge interest on past due amounts at 1.0% per month or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery, and (ii) terminate the applicable order form. User is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on Modelworks' net income) that are imposed or become due in connection with this Agreement.

4. AuthorizationCopy Anchor Link

By agreeing to these Terms, you are giving us permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize for Modelworks.

5. Responsibility for PaymentCopy Anchor Link

You are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay Modelworks any charge incurred in connection with your use of the Service. You are responsible for providing us with a valid means of payment for paid Accounts. Free Accounts are not required to provide payment information.

L. Cancellation and TerminationCopy Anchor Link

Short version: You may close your Account at any time. If you do, we'll treat your information responsibly.

1. Account CancellationCopy Anchor Link

It is your responsibility to properly cancel your Account with Modelworks. The Account screen provides a simple, no questions asked cancellation link. We are not able to cancel Accounts in response to an email or phone request.

2. Upon CancellationCopy Anchor Link

We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile and the Content of your AI Circuits within 90 days of cancellation or termination (though some information may remain in encrypted backups). This information cannot be recovered once your Account is canceled.

We will not delete Content that you have contributed to other Users' AI Circuits.

Upon request, we will make a reasonable effort to provide an Account owner with a copy of your lawful, non-infringing Account contents after Account cancellation, termination, or downgrade. You must make this request within 90 days of cancellation, termination, or downgrade.

3. Modelworks May TerminateCopy Anchor Link

Modelworks has the right to suspend or terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. Modelworks reserves the right to refuse service to anyone for any reason at any time.

4. SurvivalCopy Anchor Link

All provisions of this Agreement which, by their nature, should survive termination will survive termination — including, without limitation: ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

M. Communications with ModelworksCopy Anchor Link

Short version: We use email and other electronic means to stay in touch with our users.

1. Electronic Communication RequiredCopy Anchor Link

For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.

2. Legal Notice to Modelworks Must Be in WritingCopy Anchor Link

Communications made through email or Modelworks Support's messaging system will not constitute legal notice to Modelworks or any of its officers, employees, agents or representatives in any situation where notice to Modelworks is required by contract or any law or regulation. Legal notice to Modelworks must be in writing and served on Modelworks' legal agent.

3. No Phone SupportCopy Anchor Link

Modelworks only offers support via email, in-Service communications, and electronic messages. We do not offer telephone support.

N. Disclaimer of WarrantiesCopy Anchor Link

Short version: We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.

Modelworks provides the Website and the Service “as is” and “as available,” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

Modelworks does not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service.

O. Limitation of LiabilityCopy Anchor Link

Short version: We will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to you.

You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from

• the use, disclosure, or display of your User-Generated Content;
• your use or inability to use the Service;
• any modification, price change, suspension or discontinuance of the Service;
• the Service generally or the software or systems that make the Service available;
• unauthorized access to or alterations of your transmissions or data;
• statements or conduct of any third party on the Service;
• any other user interactions that you input or receive through your use of the Service; or
• any other matter relating to the Service.

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.

P. Release and IndemnificationCopy Anchor Link

Short version: You are responsible for your use of the service. If you harm someone else or get into a dispute with someone else, we will not be involved.

If you have a dispute with one or more Users, you agree to release Modelworks from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement, provided that Modelworks (1) promptly gives you written notice of the claim, demand, suit or proceeding; (2) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Modelworks of all liability); and (3) provides to you all reasonable assistance, at your expense.

Q. Changes to These TermsCopy Anchor Link

Short version: We want our users to be informed of important changes to our terms, but some changes aren't that important — we don't want to bother you every time we fix a typo. So while we may modify this agreement at any time, we will notify users of any material changes and give you time to adjust to them.

We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Agreement, such as price increases, at least 30 days prior to the change taking effect by posting a notice on our Website or sending email to the primary email address specified in your Modelworks account. Customer's continued use of the Service after those 30 days constitutes agreement to those revisions of this Agreement. For any other modifications, your continued use of the Website constitutes agreement to our revisions of these Terms of Service.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.

R. MiscellaneousCopy Anchor Link

1. Governing LawCopy Anchor Link

Except to the extent applicable law provides otherwise, this Agreement between you and Modelworks and any access to or use of the Website or the Service are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions. You and Modelworks agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of San Francisco, California.

2. Non-AssignabilityCopy Anchor Link

Modelworks may assign or delegate these Terms of Service and/or the Modelworks Privacy Statement, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Section D.4. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Statement without our prior written consent, and any unauthorized assignment and delegation by you is void.

3. Section Headings and SummariesCopy Anchor Link

Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

4. Severability, No Waiver, and SurvivalCopy Anchor Link

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Modelworks to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

5. Amendments; Complete AgreementCopy Anchor Link

This Agreement may only be modified by a written amendment signed by an authorized representative of Modelworks, or by the posting by Modelworks of a revised version in accordance with Section Q. Changes to These Terms. These Terms of Service, together with the Modelworks Privacy Statement, represent the complete and exclusive statement of the agreement between you and us. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and Modelworks relating to the subject matter of these terms including any confidentiality or nondisclosure agreements.

6. QuestionsCopy Anchor Link

Questions about the Terms of Service? Contact us via email at support@modelworks.ai.