​Joining and using ModalConnect 

In this section we explain how to subscribe to the ModalConnect Software as a Service (SaaS) and use our services. When you see a word in bold, it will have the same corresponding meaning every time it’s used within these terms. 

1. You and Modal: When we say you or your, we mean both you and any entity or firm you are authorised to represent. When we say Modal, we, our or us, we are talking about the Modal Limited, the entity that provides ModalConnect and who you pay fees to for the use of the service.  

2. Our services: Our services consist of all the services we provide now or in the future, including our online and mobile intelligence and investigation products. 

3. Creating a subscription: When you subscribe to use our services and accept these terms, you become a subscriber. Your Software as a Service agreement will define who is responsible for paying for the subscription. 

4. People invited to use ModalConnect: An invited user is a person who has been invited by you to use our services through a subscription. If you are an invited user, you must also accept these terms to use our services. 

5. User roles and access: When inviting users into a ModalConnect subscription, you should understand the permissions you are granting to invited users. If you would like to read more about user roles, permissions and levels of access, check out ModalConnect online help (you will need to be logged into the application). 

6. The right to use our services: Whether you’re a subscriber or an invited user, we grant you the right to use our services (based on your subscription type and your user role, permissions and the level of access you have been granted) for as long as the subscription is current, continues to be paid and until the subscription is terminated, or – if you’re an invited user – until your access is revoked. 

7. Subscriber role: As a subscriber, you take responsibility for fully controlling how your subscription is managed and who can access it. For example: 

• You control access to a subscription. You decide who is invited to use the services you have subscribed to. You can change or stop that access at any time 

• You are responsible for resolving any disputes with any invited users over access to your subscription 

• You are responsible for all your invited users’ activity 

8. Rules: Whatever your role, when you use ModalConnect you agree to follow the rules outlined in these Terms of Use. Please read them and make sure you understand what you should and should not do. 

9. Your responsibilities: You promise that you’ll keep your contact information up to date. You are responsible for providing true, accurate and complete information and for verifying the accuracy of any information that you use from our services for your legal, tax and compliance obligations.  

10. When we introduce new or revised services: Since we are always thinking about how to make ModalConnect the best it can be, we continually expand our services. For new or updated services, there might be additional terms and conditions of use. We will let you know what those terms and conditions are before you start using those services. 

11. What we own: We own everything we have put into our services unless otherwise stated and excluding content owned by others. This includes rights in the design, compilation, and look and feel of our services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us. 

12. What we license: We license the KeyLines data visualization sdk (software development kit) and embed this capability within the ModalConnect deployment. This software code is licensed by us from Cambridge Intelligence Limited, a UK based company.

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Pricing 

Unless you are in a free trial or other offer period, you’ll need to pay for a subscription based on the pricing of your plan. The pricing details and other terms of your subscription are explained when you select your plan and enter into our software as a service agreement. 

12. Trial subscriptions: When you first sign up, you can opt for a trial, based on the terms specified at the time. If you choose to continue using our services after the trial, you will be billed as per the agreed terms within our SaaS agreement. If you choose not to continue using our services following a trial, we will delete your trial instance. 

13. ModalConnect pricing plans: Your use of our services generally requires you to pay an annual or monthly subscription fee based on your subscription type (the subscription fee). The pricing plan consists of the subscription and subscription fees we offered you and you have accepted, including invoicing, payment, auto-renewal and cancellation terms. The pricing plan may vary by region and includes information set out in the offer details, SaaS agreement and pricing page. We may update or amend the pricing plan from time to time, however, the specific terms of which shall be defined within our SaaS agreement. The terms of the pricing plan form part of these terms. As with any other changes to our terms, changes to the pricing plan will not apply retrospectively and, if we make changes and you are a subscriber, we will let you know. For information on how to change pricing plans, contact us at info@modalconnect.com . Depending on your region, subscription fees may be inclusive or exclusive of transactional taxes where relevant (like VAT and GST), as reflected in the pricing plan. 

14. Taxes for your use of our services: You are responsible for paying all other external fees and taxes associated with your use of our services wherever levied. Your responsibility includes withholding tax on income if it applies, unless we already process that withholding tax. We may collect geographical location information to determine your location, which may be used for tax purposes. This means location information you give us must be accurate for tax residency purposes. 

15. Additional services: Depending on where you are based and how you use our services, you may be able to take advantage of additional services that ModalConnect offers. These might incur an additional fee that we will let you know about when you sign up for the services. 

16. Importance of timely payments: In order to continue accessing our services, you need to make timely payments based on the pricing plan you selected. To avoid delayed or missed payments, please make sure we have accurate payment information. If we do not receive timely payments, we may suspend access to your subscription until the payment is made. 

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Data use and privacy 

Modal uses your data to provide services to you. Our privacy notice is an important part of these terms and describes in more detail how we deal with personal data, like your name and email address. 

17. Use of data: When you enter or upload your data into our services, we do not own that data but you grant us a licence to use, copy, transmit, store, analyze, and back up all data you submit to us through our services, including personal data of yourself and others, to: enable you to use our services; allow us to improve, develop and protect our services; create new services; communicate with you about your subscription; and send you information we think may be of interest to you based on your use of ModalConnect. 

18. Use of your own personal data: We respect your privacy and take data protection seriously. In addition to these terms, our privacy notice sets out in detail how we process your own personal data that you enter into ModalConnect, like your name. 

19. Use of personal data you enter about others: Depending on where you are based, our data processing terms may also apply to the personal data of others (such as your customers, suppliers and employees) that you enter into ModalConnect. 

20. Anonymized statistical data: When you use our services, we may create anonymized statistical data from your data and usage of our services, including through aggregation. Once anonymized, we may use it for our own purposes, such as to provide and improve our services, to develop new services or product offerings, to identify trends, and for other uses we communicate to you. 

21. Data breach notifications: Where we think there has been unauthorized access to personal data inside your subscription, we will let you know and give you information about what has happened. Depending on the nature of the unauthorized access, and your location, you may be required to assess whether the unauthorized access must be reported to a relevant authority. We think you are best placed to make this decision, because you will have the most knowledge about the personal data stored in your subscription instance. 

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Confidential information 

We take reasonable precautions to protect your confidential information and expect that you will do the same for ours. 

22. Keeping it confidential: While using our services, you may share confidential information with us, and you may become aware of confidential information about us. You and we both agree to take reasonable steps to protect the other party’s confidential information from being accessed by unauthorized individuals. You or we may share each other’s confidential information with legal or regulatory authorities if required to do so. We agree to advise you of  requests for confidential information in advance of providing any confidential information.

 

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Security 

We take security seriously in protecting our services and your data. 

23. Security safeguards: We have invested in technical, physical and administrative safeguards to do our part to help keep your data safe and secure. While we have taken steps to help protect your data, no method of electronic storage is completely secure, and we cannot guarantee absolute security. User access is managed within your Active Directory (where you do not use an Active Directory, we provide one) and control of the authentication protocols adopted are enforced by you. Account authorization is maintained within your control and you can set the levels and methods of authentication that apply for your organization. We will notify you if there appears to be unauthorized access to your instance of ModalConnect. 

24. User access security features: ModalConnect employs a security access and permissions role based hierarchy that is configured and maintained by you. This enforces an additional level of security across your data, combined with the logging of all ModalConnect access, navigation and use of the system. 

25. Playing your part to secure your data: You have an important part to play by making sure you have strong security on your own systems. If you realize there has been any unauthorized use of your password or any breach of security to your account or email address linked to your account, you need to let your IT people know immediately. 

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Maintenance, downtime and data loss 

We really try to minimize any downtime, but sometimes it is necessary so we can keep our services updated and secure. You also may have occasional access issues and so backing up your data is important. 

26. Availability: We strive to maintain the availability of our services, and provide online support. On occasion, we need to perform maintenance on our services, and this may require a period of downtime. We try to minimize any such downtime. Where planned maintenance is being undertaken, we will attempt to notify you in advance but cannot guarantee it. 

27. Access issues: You know how the internet works – occasionally you might not be able to access our services and your data. This might happen for any number of reasons, at any time. 

28. Data loss: Data loss is an unavoidable risk when using any technology. We provide backups of your data based on the services supported by Microsoft Azure. Local Redundant Storage (LRS) is the default backup strategy and this provides data replication within a single datacentre and protects your data from normal hardware failure. Geo-Redundant Storage (GRS) is another option available that can provide data replication to geographically sited datacentres. Please contact us if you wish to discuss the cost and services provided with this option.  

29. No compensation: Whatever the cause of any downtime, access issues or data loss, your recourse is defined within our SaaS agreement. 

30. Problems and support: If you have a problem, we have excellent on-line help and videos that should help you with most situations. If you still need help, you can contact our support team at help@modalconnect.com. 

31. Enhancements: We frequently release new updates, fixes and enhancements to our services, and in some cases discontinue features. Where this occurs, we will endeavour to notify you where practical (for example, by email, on our ModalConnect Product Board, or within our services when you log in). 

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Do’s and don’ts 

This section is important because it outlines how you can (and can’t) use our services.  

32. Feedback: We value your feedback and may use it without restriction. Our focus will be on product improvement and customer service. 
33. Help using our services: We provide a lot of guidance and support to help you use our services. You agree to use our services only for lawful business purposes and in line with the instructions and guidance we provide. 

34. Limitations: Some of our services may be subject to limits such as a cap on the number of Users, the number of Departments, the number of new cases or the storage available for files. 
35. No-charge or beta services: Occasionally we may offer a service at no charge – for example a beta service, or a time-limited trial account for a new feature. Because of the nature of these services, you use them at your own risk. 
36. While we cannot cover everything here, we do want to highlight a few more examples of things you must not ever do: 

• Undermine the security or integrity of our computing systems or networks. 

• Use our services in any way that might impair functionality or interfere with other users use. 

• Access any system without permission. 

• Introduce or upload anything to our services that includes viruses or other malicious code. 

• Share anything that may be offensive, violates any law, or infringes on the rights of others. 

• Modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer or extract the source code of any part of our services. 

• Resell, lease or provide our services in any way not expressly permitted through our services. 

• Repackage, resell, or sublicense any leads or data accessed through our services. 

• Commit fraud or other illegal acts through our services. 

• Act in a manner that is abusive or disrespectful to a Modal employee, partner, or other Modal customer. We will not tolerate any abuse or bullying of our Modal employees in any situation and that includes interaction with our support teams. 

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Termination 

You can easily terminate your subscription with written notice as defined within our SaaS agreement. If you violate these terms, we may terminate your subscription immediately. 

37. Subscription period: Your subscription continues for the period covered by the subscription fee paid or payable. At the end of each billing period, these terms automatically continue for a further period of the same duration as the previous one, provided you continue to pay the subscription fee in accordance with the pricing plan. You may choose to terminate your subscription at any time by providing written notice in advance of the subscription fee renewal. You will still need to pay all relevant subscription fees up to and including the day of termination. For more information, including on how to terminate your subscription, contact us at help@modalconnect.com. 

38. Termination by Modal: Modal may terminate or suspend your subscription or access to all or any data immediately if: 

• you breach the terms of your SaaS agreement and do not remedy the breach within 14 days after receiving notice of the breach; 

• you breach any of these terms and the breach cannot be remedied; 

• you fail to pay subscription fees; or 

• you or your business become insolvent, your business goes into liquidation or has a receiver or manager appointed over any of its assets, you become insolvent or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction. 

39. No refunds: No refund is due to you if you terminate your subscription or Modal terminates it in accordance with the terms of our SaaS agreement. 

40. Retention of your data: Once a subscription is terminated by you or us, we shall agree on how your data is returned you and when the data held in ModalConnect is to be deleted. Disengagement services are also defined within our SaaS agreement. Contact us at help@modalconnect.com to find out more. 

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Liability and indemnity 

This section is important as it outlines liability terms between us and both subscribers and invited users, so we urge you to read it closely and in full. 

41. You indemnify us: You indemnify us against all losses, costs (including legal costs), expenses, demands or liability that we incur arising out of, or in connection with, a third-party claim against us relating to your use of our services or any third-party product (except as far as we are at fault). 

42. Disclaimer of warranties: Our services and all third-party products are made available to you on an “as is” basis. Subject to consumer law terms that we are required to comply with in jurisdictions that we have customers, we disclaim all warranties, express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose. 

43. Limitation of liability: Other than liability that we cannot exclude or limit by law, our liability to you in connection with our services or these terms, in contract, tort (including negligence) or otherwise, is limited as follows: 

• We have no liability arising from your use of our services for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense. 

• For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups. 

• Our total aggregate liability to you in any circumstances is limited to the amount defined in our SaaS agreement.

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Disputes 

This section outlines how disputes may be resolved. 

44. Dispute resolution: Most of your concerns can be resolved quickly and to everyone’s satisfaction by contacting our support team at help@modalconnect.com. If we are unable to resolve your complaint to your satisfaction (or if we haven’t been able to resolve a dispute we have with you after attempting to do so informally), you and we agree to resolve disputes as described in our SaaS agreement. You and we agree that any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. 

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Important housekeeping 

Here we set out some additional terms covering important issues. 

45. No professional advice: To be clear, Modal is not a professional services firm of any sort, and is not in the business of giving any kind of professional advice. We may provide you with information we think might be useful in running an organization in association with ModalConnect, but this should not be seen as a substitute for professional advice, and we are not liable for your use of the information in that way. 

46. Events outside our control: We do our best to control the controllable. We are not liable to you for any failure or delay in performance of any of our obligations under these terms arising out of any event or circumstance beyond our reasonable control. 

47. Notices: Any notice you send to Modal must be sent to info@modalconnect.com. Any notices we send to you will be sent to the email address you have provided us through your SaaS agreement. 
48. Consumer laws: In some places, there may be non-excludable warranties, guarantees or other rights provided by law (non-excludable consumer guarantees). They still apply – these terms do not exclude, restrict or modify them. Except for non-excludable consumer guarantees and other rights you have that we cannot exclude, we are bound only by the express promises made in these terms. Our liability for breach of a non-excludable consumer guarantee is limited, at our option, to either replacing or paying the cost of replacing the relevant service (unless the non-excludable consumer guarantee says otherwise). 

49. Export limitations: You must not use our services in violation of any export or trade embargo laws that apply to you. 

50. Excluded terms: The terms of the United Nations Convention on Contracts for the Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) do not apply to these terms. 

51. Blocking your access, disabling your subscription, or refusing to process a payment: As our sites are global, different laws may apply in different countries that restrict our relationship with you. We may block your access, terminate your subscription, or refuse to process a payment if we reasonably believe there is a risk - like a potential breach of a law or regulation - associated with you, your company, your subscription, or a payment. Examples of where we might do this include transactions where the payment is from a sanctioned person or country; or where we reasonably believe there is a legal or regulatory risk or a risk of loss being suffered by us or our customers or partners. You promise that you are not located in a sanctioned country and are not on a sanctioned persons list. We may also block users from a country if we cannot receive payments from that country. You should check what payment methods are available in your country for making payments. We may take any of these actions without notice. 
52. Relationship between the parties; assignment: Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other subscriber or invited user. You are solely responsible for resolving disputes between you and any other subscriber or invited user. Modal may assign these terms - or any of our rights or obligations in these terms - to another Modal entity as it deems appropriate. Modal entities are the companies controlled by or under common control with Modal Limited (a New Zealand company with registration number 4466759). 
53. Changes to these terms: We sometimes will decide to change these terms of use. Changes will not apply retrospectively and, if we make changes, we will make every effort to let you know. You can keep track of changes to our terms by referring to the version and the date last updated at the top of the terms. Generally, we endeavour to provide you with 30 days’ notice of material changes before they become effective, unless we need to make immediate changes for reasons we do not have control over. When we notify you, we will do it by email or by posting a visible notice through our services. If a change is not material, we may not notify you. If you find a modified term unacceptable, you should contact us to discuss. 

54. Enforcement of terms: If there is any part of these terms that either one of us is unable to enforce, we will ignore that part but everything else will remain enforceable. 
55. Interpretation: Words like ‘include’ and ‘including’ are not words of limitation and where anything is within our discretion, we mean our sole discretion. 

56. Modal contracting entities; law and venue: Our contracting entities are listed in the table below along with what law and venue apply in any dispute between you and us: 

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ModalConnect:  New Zealand and the rest of the world

Modal Entity:     Modal Limited

Address:              PO Box 2915, Wellington, New Zealand 

Registration #:  Co No: 4466759

                              NZBN: 9429030198197

                              ABN: 34 630 088 593
Law:                     New Zealand    

Venue:                 New Zealand