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, accepting these Terms during registration, or accessing or using the Service, you agree to be bound by them. If you do not agree, do not use the Service.
Two related documents form part of this agreement: our Privacy Policy, which describes the personal information we handle across our website, the application, and our support portal; and our Data Processing Agreement, which governs our processing of personal data contained in the business data you submit.
Section 15 contains a binding arbitration provision and a class-action waiver, with a 30-day opt-out. Please read it.
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.
We record the version of these Terms you accepted and the date of acceptance, and we may rely on that record as evidence of your agreement. Each version of these Terms carries a version number and effective date shown at the top of this page.
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, FTPS, AS2, HTTP/API, email, and direct upload through the application;
- Processing, mapping, transformation, 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, routing rules, and connection credentials, including credential rotation;
- Exchange of documents through third-party intermediaries such as brokers and value added networks where you configure the Service to do so, including synchronous pass-through of a document to a third-party system and return of that system's response;
- Reporting, dashboards, notifications, and analytics; and
- A customer support portal, accessible with your application credentials.
Certain capabilities, limits, and entitlements (including service tier, permitted number of users, maximum file retention period, and optional features such as duplicate detection) depend on your subscription and are enforced by the Service. We may change, add, or discontinue features; where a change materially reduces core functionality you are using, section 16 applies.
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, and an organization administrator may require it for all users in that organization. Notify us promptly at contact@modalius.com of any unauthorized use of your account.
Organization administrators can invite, modify, suspend, and remove users in their organization, assign permissions, and view activity associated with those users. If you access the Service through an organization, that organization controls your account.
Creating an account also provisions an identity in our support portal so that you can raise and track support requests using your application credentials. Information you submit in a support request is handled as described in our Privacy Policy.
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, for the configuration choices you make (including routing rules and the trading partners and third-party intermediaries you connect to), and for honoring confidentiality obligations to your partners.
You agree not to:
- Attempt to gain unauthorized access to the Service, other customers' data, or any related system or network;
- Probe, scan, or test the vulnerability of the Service, or circumvent any security or authentication measure, without our prior written consent;
- Interfere with or disrupt the integrity or performance of the Service, including by exceeding reasonable usage limits or automating requests at a rate that degrades the Service for others;
- Transmit malicious code, or use the Service to distribute unlawful, infringing, or fraudulent content;
- Submit data you do not have the right to submit, or use the Service to transmit special categories of sensitive personal data (such as health, biometric, or payment card data) unless we have agreed in writing to support it;
- Resell, sublicense, or make the Service available to any third party except as contemplated by your use of trading-partner relationships; or
- Reverse engineer the Service or use it to build a competing product.
We may apply reasonable file-size, storage, and rate limits as determined by us (currently up to 15 MB per file), which may change over time. We may investigate suspected violations and take the steps described in section 13.
5. Your Data, Privacy, and Security
What we handle. In providing the Service we handle: account and user information (such as name, business email address, permissions, authentication data, and login and activity timestamps); business data (such as EDI and related files and their contents, partner and routing configuration, connection credentials, and order and shipment details); support information (the content of requests you raise through our support portal); and technical and usage information (such as session, activity, and error logs, device and browser information, and product usage telemetry describing which features are used and when).
How we use it. We use this information to provide, secure, support, troubleshoot, and improve the Service, to communicate with you about it, and where applicable to meter and bill for it. We may use aggregated or 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, and we do not use the contents of your EDI files to train machine learning models.
Who we share it with. We share data with the trading partners and third-party intermediaries you authorize through your relationships, routing rules, and integration configuration; with service providers that process data on our behalf under written obligations (including our cloud infrastructure provider, our email and messaging providers, our support-portal provider, and our analytics provider); and where required by law. Our current service providers are listed in Appendix C of the Data Processing Agreement.
Security. 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 maintain the technical and organizational measures described in Appendix B of the Data Processing Agreement. No method of transmission or storage is completely secure, and you are responsible for securing your own credentials and configuring the Service appropriately for your data.
Analytics. The application uses first-party usage analytics and Google Analytics to understand how the Service is used and to improve it. Details, including what is collected and how to limit it, are in our Privacy Policy.
Retention. We retain data for limited periods:
| Category | Retention |
|---|---|
| EDI files and their contents | Default of 730 days, configurable per account subject to your subscription |
| Soft-deleted records | Restorable for 7 days, then removed |
| External connection activity logs | At least 45 days |
| EDI processing and operational logs | Up to 90 days |
| Product usage telemetry | Up to 90 days |
| Generated report files | 7 days |
| Account records and support requests | For the term of your account and a reasonable period afterward |
Backups are overwritten on a rolling basis in the ordinary course. Our handling of personal information across our website, the application, and our support portal is described in our Privacy Policy. Where we process personal data contained in your business data on your behalf, the Data Processing Agreement applies and controls in the event of a conflict with this section.
6. Support and Account Access by Modalius Personnel
Authorized Modalius personnel may access your account, including by temporarily operating the Service as one of your users, in order to provide support you have requested, to investigate a suspected security or integrity issue, to diagnose a fault, or where required by law. Access is limited to personnel who need it, is subject to confidentiality obligations, and is logged. Personnel acting in this way cannot issue support-portal credentials on your behalf. If you require prior notice or approval before any such access, contact us and we will document an arrangement in your subscription agreement.
7. Fees and Payment
Fees, billing frequency, and any committed volumes are set out in your order form, subscription, or other written agreement with us. Usage of the Service is metered, including per document delivered, and your invoices may reflect that metering. Unless your agreement says otherwise:
- Invoices are payable within 30 days of the invoice date;
- Fees are exclusive of taxes, and you are responsible for all applicable sales, use, VAT, and similar taxes, excluding taxes on our income;
- Undisputed amounts more than 15 days overdue may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and we may suspend the Service under section 13 after giving you written notice and a reasonable opportunity to cure;
- Fees are non-refundable except as expressly stated in your agreement; and
- We may change our prices on at least 30 days' written notice, effective at the start of your next renewal term.
If you dispute an invoice in good faith, notify us within 30 days of the invoice date with the basis for the dispute, and we will work with you to resolve it. You remain obligated to pay undisputed amounts.
8. Intellectual Property and Feedback
Modalius owns the Service, including its software, design, documentation, and processing logic, and all intellectual property rights in them. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your term, solely for your internal business purposes. You may not copy, modify, reverse engineer, or create derivative works from the Service except as permitted by law.
You retain ownership of the data you submit, and you grant us a non-exclusive, worldwide license to host, process, transmit, transform, display, and deliver it solely as necessary to provide, secure, and support the Service and as otherwise permitted by these Terms and the Data Processing Agreement.
If you send us suggestions, feature requests, or other feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you. We will not identify you as the source of feedback publicly without your consent.
Neither party may use the other's name, logo, or trademarks publicly without prior written consent, except that we may identify you as a customer in a customer list where you have agreed in writing.
9. Trading Partners and Third-Party Services
The Service exchanges data with your trading partners' systems, and with third-party intermediaries such as brokers and value added networks, at your direction and according to the relationships, routing rules, and integrations you configure. You are responsible for choosing those recipients, for the accuracy of the addressing and routing information you supply, and for your agreements with them. Once a document is delivered to a recipient you have configured, it is subject to that recipient's systems and practices, not ours.
The Service also relies on third-party service providers that process data on our behalf, listed in Appendix C of the Data Processing Agreement. Except as set out in that document, we are not responsible for the acts, omissions, availability, or content of third-party services or partner systems.
10. Service Availability and Maintenance
We aim to keep the Service available and monitored continuously, and we work to minimize disruption. Unless a service level agreement is expressly included in a separate written agreement signed by us, we make no uptime, availability, or response-time commitment, and any availability figures published on our website or in marketing materials are targets and internal objectives, not contractual guarantees.
We may perform scheduled or emergency maintenance, and we may suspend or limit access temporarily where necessary to protect the Service, our customers, or third parties. We will use reasonable efforts to give advance notice of planned maintenance that we expect to cause material disruption.
11. 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, title, and non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will be uninterrupted, error-free, or free of harmful components, that it will meet your requirements, or that any document will be delivered to or accepted by a recipient within any particular time.
To the maximum extent permitted by law, Modalius will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, or loss or corruption of data, whether or not we were advised of the possibility. To the maximum extent permitted by law, our total aggregate liability arising out of or relating to the Service and these Terms will not exceed the amounts you paid to us for the Service in the twelve months preceding the event giving rise to the claim. These limits apply regardless of the theory of liability and even if a limited remedy fails of its essential purpose. Neither party is liable for delays or failures caused by events beyond its reasonable control.
Some jurisdictions do not allow certain exclusions or limitations, so parts of this section may not apply to you. Nothing in these Terms limits liability that cannot be limited under applicable law.
12. Indemnification
You agree to indemnify, defend, and hold Modalius harmless from claims, damages, liabilities, and expenses (including reasonable legal fees) arising from your violation of these Terms or applicable law, your unlawful or unauthorized use of the Service, your configuration of recipients and routing, or third-party claims relating to the data you submit or transmit through the Service. We will notify you of any such claim, give you control of the defense (subject to our right to participate with our own counsel), and cooperate reasonably at your expense. You may not settle a claim in a way that imposes obligations on us without our written consent.
13. Term, Suspension, and Termination
These Terms apply while you use the Service. You may request termination of your account at any time by contacting us; termination does not entitle you to a refund except as stated in your separate agreement.
We may suspend or restrict access, in whole or in part, where: you materially breach these Terms; your use poses a security, integrity, or legal risk to the Service, other customers, or third parties; an amount is overdue after notice and a reasonable opportunity to cure; or we are required to do so by law. Except where an immediate suspension is necessary to prevent harm, we will give you notice and a reasonable opportunity to address the issue first, and we will restore access promptly once it is resolved. We may terminate for material breach that is not cured within 30 days of notice, or for operational or legal reasons on reasonable notice.
Upon termination, your right to use the Service ends. For 30 days after termination you may request an export of your data, which we will provide in a commercially reasonable machine-readable format; after that period data is deleted or retained according to the retention schedule in section 5, the Data Processing Agreement, and any applicable legal hold. Provisions that by their nature should survive termination (including sections 5, 7, 8, 11, 12, 14, 15, and 17) will survive.
14. Export Control, Sanctions, and Anti-Corruption
You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive economic sanctions, that you are not a person with whom dealings are restricted under applicable sanctions or export control laws, and that you will not use the Service in violation of those laws. You agree to comply with applicable anti-bribery and anti-corruption laws in connection with your use of the Service. You are responsible for the trade compliance of the underlying transactions your documents represent.
15. 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, and excluding the United Nations Convention on Contracts for the International Sale of Goods.
Informal resolution first
Before starting arbitration, the parties agree to try to resolve the dispute informally. Send a written description of the dispute and the relief sought to contact@modalius.com with the subject "Legal Notice". If the dispute is not resolved within 30 days of that notice, either party may proceed to arbitration.
Binding arbitration and class waiver
Any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by binding arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association, seated in the State of Georgia, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Disputes will be resolved on an individual basis, and you and Modalius waive any right to participate in a class, collective, or representative action. Either party may bring an individual claim in small-claims court for disputes within that court's jurisdiction, and either party may seek injunctive relief in court to protect its intellectual property or confidential information.
Your right to opt out of arbitration
You may opt out of this arbitration provision and the class waiver by sending written notice to contact@modalius.com with the subject "Arbitration Opt-Out" within 30 days of the date you first accept these Terms. Your notice must include your name, your organization, and the email address associated with your account. Opting out has no other effect on your relationship with us, and disputes will instead be resolved in the state or federal courts located in the State of Georgia, to whose exclusive jurisdiction both parties consent.
If the class waiver is found unenforceable as to a particular claim, that claim will proceed in court and the remainder of this section will continue to apply.
16. Changes to These Terms
We may update these Terms from time to time. When we make a change that materially affects your rights or obligations, we will give you at least 30 days' notice before it takes effect, by email to your account address, by notice within the application, or both, and we will update the version number and effective date at the top of this page. Non-material changes (such as clarifications, formatting, or updates to contact details) take effect when posted.
Your continued use of the Service after a change takes effect constitutes acceptance of the updated Terms. If you do not agree to a material change, you may terminate your account before the change takes effect, and we will refund any prepaid fees covering the remainder of your then-current term.
17. General Provisions
Entire agreement. These Terms, together with the Privacy Policy, the Data Processing Agreement, and any separate agreement that references them, are the entire agreement between you and Modalius regarding the Service and supersede any prior understandings on that subject.
Notices. Legal notices to Modalius must be sent to contact@modalius.com with the subject "Legal Notice", and are effective when we acknowledge receipt or one business day after delivery, whichever is earlier. We may send notices to you at the email address associated with your account or through the application, and those notices are effective when sent. Keep your account email address current.
Severability and waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions remain in effect. A failure to enforce a provision is not a waiver of it.
Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Any attempted assignment in violation of this section is void.
Relationship and beneficiaries. The parties are independent contractors. These Terms create no third-party beneficiary rights.
Questions about these Terms may be sent to contact@modalius.com.