Terms of Service
These Terms of Service ("Terms") govern your access to and use of Modalius Partner Connect (the "Service"), operated by Modalius, LLC ("Modalius", "we", "our", or "us"). By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.
1. Introduction and Acceptance
You must be at least 18 years old to use the Service. If you use the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and "you" refers to both you and that organization. Where you have a separate written subscription, order, or billing agreement with us, that agreement governs commercial terms (including pricing and service levels) and these Terms supplement it; in the event of a conflict, the separate agreement controls for the subject it addresses.
2. Description of the Service
Modalius Partner Connect is a business-to-business platform for managing Electronic Data Interchange (EDI) and related data exchange. The Service supports:
- Secure file transfer between trading partners over SFTP, AS2, and HTTP/API;
- Processing, mapping, and delivery of EDI and related documents (including X12, EDIFACT, XML, CSV, JSON, and spreadsheet formats);
- Tracking of orders and shipments across related transactions;
- Management of partner relationships and connection credentials; and
- Reporting and analytics.
Certain capabilities are available only to applicable subscribers.
3. Accounts and Registration
Access is by invitation. Accounts are organized as an organization containing one or more user accounts. Unused registration invitations expire approximately three weeks after they are issued. You are responsible for providing accurate registration information, for safeguarding your credentials, and for all activity that occurs under your account. We may require multi-factor authentication for sensitive operations. Notify us promptly of any unauthorized use of your account.
4. User Responsibilities and Acceptable Use
You agree to use the Service only for lawful business purposes and in compliance with all applicable laws, regulations, and your trading-partner obligations. You are responsible for the accuracy of the data you submit, for properly managing connection credentials, and for honoring confidentiality obligations to your partners. You agree not to misuse the Service, including by attempting to gain unauthorized access, interfering with its operation, transmitting malicious code, or exceeding reasonable usage limits. We may apply reasonable file-size and rate limits as determined by us (currently up to 15 MB per file), which may change over time.
5. Data, Privacy, and Security
We collect and process account information (such as name and email), business data (such as EDI files, partner information, connection credentials, and shipment details), and technical data (such as session and activity logs). We use this data to provide, secure, support, and improve the Service and, where applicable, to bill for it. Data is hosted on secure cloud infrastructure located in the United States and is encrypted in transit and at rest; connection credentials are stored using managed secrets storage. We share data with the trading partners you authorize through your relationships and with service providers that process data on our behalf.
We retain data for limited periods: EDI files are retained for a default of 730 days (configurable per partner); soft-deleted records can be restored for 7 days; external connection activity logs are retained for at least 45 days; EDI processing logs are retained for approximately 90 days; and generated report files are retained for 7 days. We may use aggregated, de-identified operational metadata (such as transaction volumes, file types, and error rates) to operate, secure, and improve the Service; we do not sell your business content or partner data. Our handling of information collected through our public website is described in our Privacy Policy.
6. Intellectual Property
Modalius owns the Service, including its software, design, and processing logic. We grant you a limited, non-exclusive, non-transferable right to use the Service during your term. You retain ownership of the data you submit and grant us the rights necessary to host, process, and deliver it as part of providing the Service. You may not copy, modify, reverse engineer, or create derivative works from the Service except as permitted by law.
7. Third-Party Services
The Service may rely on third-party service providers, and it exchanges data with your partners' systems at your direction. We are not responsible for the acts, omissions, availability, or content of third-party services or partner systems.
8. Disclaimers and Limitation of Liability
Except as expressly stated in a separate written agreement, the Service is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free. To the maximum extent permitted by law, Modalius will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits or data, and our total liability arising out of or relating to the Service will not exceed the amounts you paid to us for the Service in the twelve months preceding the claim. Neither party is liable for delays or failures caused by events beyond its reasonable control.
9. Indemnification
You agree to indemnify and hold Modalius harmless from claims, damages, and expenses (including reasonable legal fees) arising from your violation of these Terms, your unlawful or unauthorized use of the Service, or third-party claims relating to the data you submit or transmit through the Service.
10. Term and Termination
These Terms apply while you use the Service. You may request termination of your account at any time. We may suspend or terminate access for violation of these Terms or for operational or legal reasons. Upon termination, your right to use the Service ends; data is handled according to the retention periods described above and any applicable separate agreement. Provisions that by their nature should survive termination (including intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution) will survive.
11. Dispute Resolution and Governing Law
These Terms are governed by the laws of the State of Georgia, without regard to its conflict-of-law rules. Any dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association, seated in the State of Georgia. Disputes will be resolved on an individual basis; you and Modalius waive any right to participate in a class or representative action. Either party may bring an individual claim in small-claims court for disputes within that court's jurisdiction.
12. General Provisions
These Terms, together with any separate agreement that references them, are the entire agreement between you and Modalius regarding the Service. If any provision is held unenforceable, the remaining provisions remain in effect. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. We may update these Terms from time to time; material changes will be posted with an updated effective date, and your continued use of the Service after changes take effect constitutes acceptance. Questions about these Terms may be sent to contact@modalius.com.