Terms

V.1.2 [260212]

These Velma Platform Terms of Service (“Terms”) govern your access to and use of the public demonstration platform operated by Modulate, Inc. (“Modulate”, “we”, or “us”) Velma audio intelligence platform, including the Velma API, dashboards, integrations, and related services (collectively, the “Platform”). By creating an account, accessing the Platform, uploading audio, using the API, or otherwise interacting with the Platform in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms.

Your use of the Platform is also subject to Modulate’s Privacy Policy, which describes how we collect, use, and protect personal data. Please review it carefully before using the Platform.

You may not access or use the Platform if you do not agree to these Terms or if you are prohibited from doing so under applicable law.

I. Platform Scope and Purpose

The Platform is an enterprise-grade audio intelligence service designed to analyze voice conversations, detect behavioral signals, generate transcriptions, identify synthetic speech, and produce related insights (“Services”). The Platform is intended for use by businesses, organizations, and developers for operational, compliance, safety, fraud prevention, quality assurance, and related legitimate business purposes.

The Platform does not perform moderation decisions, enforcement actions, identity verification, or legal compliance assessments. You acknowledge and agree that any outputs or results generated are demonstrative in nature, may be derived from automated systems (including artificial intelligence models), and may not be relied upon for operational, legal, evidentiary, or decision-making purposes.

Modulate may modify, update, enhance, limit, suspend, or discontinue features of the Platform, in whole or in part, at any time. If any changes materially affect your ability to use the features, Modulate will make reasonable efforts to provide prior notice, unless prohibited by law or technical constraints.

II. Account Registration and Access

A. Eligibility

To create an account and use the Platform, you must:

• Be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction if higher;
• Have the legal capacity to enter into binding contracts;
• Not be prohibited from accessing or using the Platform under applicable law or any prior agreement with Modulate.

If you are creating an account on behalf of a company, organization, or other legal entity, you represent and warrant that you are authorized to bind that entity to these Terms and that you have the authority to act on its behalf.

B. Account Creation

Access to the Platform requires creation of an account through Modulate’s self-service registration process or through a commercial relationship with Modulate. During registration, you must provide:

• Accurate and complete contact information (name, email address, organization name if applicable);
• Valid payment information (unless accessing a trial or evaluation period);
• Any additional information reasonably requested by Modulate to verify your identity or eligibility.

You agree to:

• Provide truthful, accurate, current, and complete information during registration;
• Maintain and promptly update your account information to ensure it remains accurate;
• Notify Modulate immediately of any changes to your contact or billing information;
• Accept responsibility for all activities that occur under your account.

C. Enterprise and Contract Customers

If you have executed a separate written agreement with Modulate for Platform access (such as a Master Service Agreement, Order Form, or Enterprise License Agreement), the terms of that agreement govern your use of the Platform to the extent they conflict with these Terms. In the absence of conflict, both these Terms and your separate agreement apply.

Enterprise customers should contact their Modulate account representative or sales@modulate.ai for account provisioning and onboarding assistance.

D. Account Security

You are responsible for maintaining the confidentiality and security of your account credentials, including:

• Usernames and passwords;
• API keys and authentication tokens;
• Any other access credentials issued by Modulate.

You agree to:

• Use strong, unique passwords and enable multi-factor authentication if available;
• Store API keys securely and never embed them in client-side code, public repositories, or publicly accessible locations;
• Implement appropriate access controls within your organization to limit who can access account credentials;
• Rotate API keys and passwords periodically and immediately upon suspected compromise;
• Notify Modulate immediately at security@modulate.ai if you become aware of any unauthorized access, use, or suspected security breach involving your account.

You are solely responsible for all activities that occur under your account, whether or not authorized by you. You agree to immediately notify Modulate of any unauthorized use of your account or any other security breach.

E. Account Restrictions and Termination

Modulate reserves the right to refuse registration, suspend access, or terminate accounts at any time, with or without notice, for:

• Violation of these Terms;
• Providing false, inaccurate, or misleading information during registration or use;
• Fraudulent, abusive, or suspicious activity;
• Failure to pay amounts owed;
• Conduct that threatens the security, integrity, or availability of the Platform;
• Any other reason in Modulate’s sole discretion.

Modulate will make reasonable efforts to provide advance notice of account suspension or termination except where immediate action is necessary to protect the Platform, other users, or Modulate’s business interests.

F. Account Types and User Roles

Specific account types, user roles, and associated permissions are described in the Platform documentation and your account dashboard. The primary account holder is responsible for managing user access and ensuring all users comply with these Terms.

G. Account Transfers and Sharing

You may not:

• Transfer, assign, or sell your account to any third party without Modulate’s prior written consent;
• Share your account credentials with unauthorized persons;
• Allow unauthorized access to your account;
• Use another person’s account without their express permission.

If your account access is provided by your employer or organization, that entity retains ownership and control of the account. Modulate is not responsible for disputes regarding account ownership or access between you and your employer or organization.

III. User Content and Responsibilities

A. User Content Defined

You may upload audio files or stream audio data to the Platform for analysis (“User Content”). User Content includes audio recordings of conversations, calls, meetings, or other voice interactions, along with any associated metadata you provide such as speaker identifiers, timestamps, or session information. User Content also includes any personal data, voice data, or other information contained within the uploaded audio.

You retain ownership of your User Content. By uploading User Content, you grant Modulate the licenses described below in the License Grants section of these Terms.

B. Your Responsibilities

You are solely responsible for your User Content. This includes responsibility for its lawfulness, accuracy, and appropriateness, as well as all consequences arising from its recording, collection, disclosure, transmission, or processing. You are responsible for ensuring compliance with all applicable laws and regulations and for obtaining all necessary rights, permissions, consents, and licenses before uploading User Content to the Platform.

You represent and warrant that:

• Recording Consent. You have complied with all applicable laws governing the recording of voice communications, including but not limited to federal and state wiretapping laws, one-party and two-party consent requirements, electronic communications privacy laws, and workplace surveillance and monitoring laws.
• Lawful Collection. You own or have obtained all necessary rights, permissions, licenses, and consents required under applicable law to collect and record the audio in User Content, to upload and disclose User Content to Modulate, and to authorize Modulate to process User Content as described in these Terms.
• Required Notices. You have provided all legally required notices to individuals whose voices appear in User Content. This includes notice that conversations are being recorded, notice that recordings will be processed by Modulate’s Platform, a description of how the recordings will be used and analyzed, and information about data retention and individual rights.
• Biometric Data Compliance. If User Content contains biometric information (including voiceprints, voice signatures, or other biometric identifiers), you have complied with all applicable biometric privacy laws. This includes obtaining written consent where required (such as under the Illinois Biometric Information Privacy Act [“BIPA”]), providing required notices and disclosures, establishing and publishing retention and destruction schedules, and implementing appropriate security measures. You represent that you have complied with all such requirements before uploading User Content containing biometric information.
• Data Protection Compliance. You have established a lawful basis for processing personal data in User Content under applicable data protection laws, including the General Data Protection Regulation (“GDPR”), UK GDPR, California Consumer Privacy Act (“CCPA”), and other privacy regulations.
• Authority. You are authorized to bind any organization on whose behalf you are acting and have the authority to grant the licenses described in these Terms.
• No Violations. User Content does not and will not violate any applicable law or regulation, infringe any intellectual property, privacy, publicity, or other third-party rights, contain unlawful recordings made without required consent, or violate any contractual obligations you have to third parties.

C. Prohibited Content

You agree not to upload User Content that:

• Violates laws - contains or constitutes illegal activity, including recordings made in violation of wiretapping, eavesdropping, or consent-to-record laws
• Infringes rights - infringes any copyright, trademark, patent, trade secret, privacy, publicity, or other proprietary rights
• Contains CSAM - contains child sexual abuse material or any content depicting minors in sexual or exploitative contexts
• Harms individuals - constitutes harassment, stalking, threats, or content intended to harm, intimidate, or abuse others
• Deceives or defrauds - is intended to impersonate, deceive, defraud, manipulate, or misrepresent identity or affiliation
• Malicious code - contains viruses, malware, trojan horses, or other malicious or harmful code
• Disrupts Platform - is designed to damage, disable, overburden, impair, or interfere with the Platform’s operation
• Violates privacy - contains sensitive personal data uploaded without proper authorization (Social Security numbers, financial account numbers, health information, etc.)
• Unlawful surveillance - constitutes unlawful surveillance, stalking, or unauthorized monitoring

D. Sensitive Categories and Special Considerations 

• Healthcare Data. If you upload audio containing protected health information (“PHI”) subject to Health Insurance Portability and Accountability Act (“HIPAA”), you must have a Business Associate Agreement (“BAA”) in place with Modulate before uploading such content. Contact legal@modulate.ai to execute a BAA.
• Children’s Voices. If User Content includes voices of individuals under 18 years of age, you represent that you have obtained all required parental or guardian consents and comply with Children's Online Privacy Protection Act (“COPPA”) and similar children’s privacy laws.
• Highly Regulated Industries. If you operate in a highly regulated industry such as financial services, insurance, healthcare, or legal services, you are solely responsible for ensuring your use of the Platform complies with industry-specific regulations. These may include Gramm-Leach-Bliley Act (“GLBA”), Payment Card Industry Data Security Standard (“PCI DSS”), SEC regulations, and Financial Industry Regulatory Authority (“FINRA”) rules for financial services; HIPAA and Health Information Technology for Economic and Clinical Health Act (“HITECH”) for healthcare; attorney-client privilege and work product doctrine for legal services; and state insurance regulations and unfair claims practices laws for insurance.

E. Third-Party Data

User Content may include the voices and personal data of third parties, including your customers, clients, end users, employees, contractors, agents, individuals calling customer service lines, meeting or conference participants, or any other person whose voice appears in the recordings.

Modulate does not and cannot verify the identity of speakers in User Content, determine whether all speakers have been informed of recording or have consented, monitor User Content for legal compliance with recording laws, or assess whether you have proper authorization to upload specific User Content.

You acknowledge and agree that you are solely responsible for ensuring all individuals whose voices appear in User Content have been properly informed and, where required by law, have consented to recording, processing, and analysis. You will indemnify Modulate for any claims arising from your failure to obtain required rights, consents, or authorizations. Modulate’s provision of the Platform does not constitute legal advice regarding your recording or data collection obligations.

F. Modulate’s Rights Regarding User Content 

Modulate does not proactively monitor, review, or screen User Content before or after upload. However, Modulate reserves the right to review User Content if required by law or legal process, to access User Content to respond to your support requests or technical issues, to review User Content to investigate suspected violations of these Terms, and to scan User Content for malware, viruses, or security threats.

Modulate may review a sample of User Content to improve the Platform’s accuracy and performance. Modulate also reserves the right to remove, restrict access to, or refuse to process any User Content that Modulate believes, in its sole discretion, violates these Terms, violates applicable law, infringes third-party rights, threatens the security or integrity of the Platform, creates legal or regulatory risk for Modulate, or contains malicious code or exploits.

Modulate may take such action at any time, with or without notice. Modulate is not obligated to review User Content and has no liability for failing to detect or remove prohibited content.

G. Reporting Obligations

If you become aware that User Content uploaded by you or your users violates these Terms or applicable law, you must immediately cease uploading similar content and notify Modulate at legal@modulate.ai if the violation creates legal or security risk. You must cooperate with any investigation or remediation efforts and delete or request deletion of violating content.

H. Cooperation with Law Enforcement

Modulate may disclose User Content to law enforcement, regulatory authorities, or other governmental entities when required by law, subpoena, court order, or legal process, when necessary to comply with legal obligations, when reasonably believed necessary to prevent illegal activity, fraud, abuse, or harm to individuals, or when requested through lawful process. Modulate will notify you of such requests unless prohibited by law.

You agree that Modulate may cooperate with law enforcement requests and investigations and may provide User Content in response to lawful requests without obtaining your prior consent.

IV. License Grants

A. License to Modulate

By uploading or streaming User Content to the Platform, you grant Modulate a non-exclusive, worldwide, royalty-free, and sublicensable license to use, host, store, process, analyze, transform, and transmit User Content solely to provide the Services, maintain and improve the Platform, and fulfill Modulate’s obligations under these Terms and any applicable data processing or customer agreement.

This license includes the right to use subprocessors and service providers to perform these functions on Modulate’s behalf, subject to appropriate confidentiality and data protection obligations.

As between you and Modulate, you retain ownership of your User Content. Modulate does not claim ownership of User Content you upload to the Platform.

Use for Model Training and Improvement

If you are a member of the Model Improvement Program, Modulate may use your User Content to train, develop, and improve its artificial intelligence models and algorithms. User Content used for this purpose is processed to extract patterns, acoustic features, linguistic signals, and other analytical insights that enhance model accuracy and performance. Enrollment in the Model Improvement Program is automatic for self-service accounts as a condition of using the Platform. For accounts subject to an annual commitment, participation in the Model Improvement Plan is determined by the applicable service tier and confirmed in the corresponding Order Form. Opting out does not affect Modulate’s ability to process your User Content to provide the Services; however, such User Content will not be used for model training or improvement purposes.

Modulate does not sell User Content and does not use it for purposes unrelated to providing and improving the Platform. When User Content is used for training, Modulate may create aggregated, anonymized, or de-identified derivatives that are no longer directly attributable to you or any individual. Such derivatives may be retained and used as described in Section IV.B.

B. Aggregated and Anonymized Data

Modulate may create and use aggregated, anonymized, or de-identified data derived from your use of the Platform and from User Content. This data does not identify you, your organization, or any individual speaker and may include statistical trends, performance metrics, usage patterns, and similar information.

Modulate retains all rights to use, disclose, and commercialize such aggregated and anonymized data for any lawful purpose, including to improve and develop Modulate’s technologies and services, conduct research and development, generate industry insights and benchmarks, and support business operations. This right survives termination of these Terms.

C. License to You

Subject to your compliance with these Terms, Modulate grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business purposes during the term of your account. This license includes the right to (i) upload User Content and receive analysis outputs generated by the Platform; (ii) access and use the Platform’s web interface, dashboards, and review tools; (iii) integrate the Platform with your systems through the API in accordance with Modulate’s technical documentation; and (iv) download and use outputs generated by the Platform for your business purposes

This license does not permit you to resell, redistribute, or sublicense the Platform or its outputs to third parties without Modulate’s prior written consent. You may share outputs internally within your organization and with third-party service providers working on your behalf, provided such third parties are bound by confidentiality obligations no less protective than those in these Terms.

D. Restrictions on Your Use

You may not, and may not permit any third party to:

• Reverse Engineering. Reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Platform or any of Modulate’s proprietary technologies.
• Removal of Notices. Remove, obscure, or alter any proprietary notices, labels, or marks on or within the Platform, including copyright notices, trademarks, or confidentiality legends.
• Competitive Use. Use the Platform to develop, train, or improve competing products or services, including by using Platform outputs to train your own or third-party machine learning models or voice analysis systems.
• Circumvention. Attempt to circumvent, disable, or interfere with security features, usage limits, authentication mechanisms, or other technical restrictions or protective measures of the Platform.
• Unauthorized Access. Access or attempt to access any systems, data, or areas of the Platform that you are not explicitly authorized to access, or use any automated means (bots, scrapers, etc.) to access the Platform except through the API as documented.
• Harmful Use. Use the Platform in any manner that could damage, disable, overburden, impair, or interfere with Modulate’s servers, networks, or the Platform’s operation, or that could interfere with any other party’s use of the Platform.
• Benchmarking. Conduct or publish performance benchmarks or competitive comparisons of the Platform without Modulate’s prior written consent.

E. Intellectual Property Ownership

• Platform and Technology. Modulate retains all rights, title, and interest in and to the Platform and all related technology, including all software, algorithms, models, interfaces, visualizations, documentation, and proprietary methodologies. This includes all intellectual property rights in the Platform, whether registered or unregistered, and in all jurisdictions worldwide.
• Outputs. As between you and Modulate, Modulate retains ownership of all outputs, analysis results, transcriptions, behavioral scores, visualizations, and other materials generated by the Platform. However, you are granted the license described above to use these outputs for your business purposes. The original User Content you upload remains your property, subject to the license you grant to Modulate as described in this section.
• Feedback. If you provide Modulate with any suggestions, comments, ideas, improvements, or other feedback regarding the Platform (“Feedback”), you grant Modulate an unrestricted, perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Platform and Modulate’s other products and services without any obligation to you.

F. Third-Party Components

The Platform may incorporate or be provided with third-party software, libraries, or components. Your use of any such third-party components is subject to the applicable third-party licenses. Modulate makes no representations or warranties regarding third-party components.

G. License Term and Termination

The licenses granted in this section continue for the duration of your use of the Platform, except as otherwise specified. Upon termination of your account (i) your license to use the Platform immediately terminates; (ii) Modulate’s license to use your User Content continues only as long as necessary to comply with data retention obligations, fulfill any post-termination support commitments, and complete any processing already in progress; (iii) Modulate’s rights to aggregated and anonymized data survive indefinitely as described above; (iv) you must cease all use of the Platform and any materials obtained from it; and(v) you may retain outputs you downloaded prior to termination for your internal business use.

V. API Usage and Technical Requirements

A. API Access and Authentication 

Access to the Velma API requires valid authentication credentials issued by Modulate. You are responsible for maintaining the confidentiality of your API keys and for all activities that occur using them.

You must store API keys securely and never embed them in client-side code, public repositories, or publicly accessible locations. You should rotate API keys periodically and immediately upon suspected compromise. You must implement appropriate access controls within your organization to limit who can access API keys and notify Modulate immediately at security@modulate.ai if you believe your API keys have been compromised.

B. Usage Limits and Quotas 

The Platform is subject to usage limits designed to ensure fair access and system stability. These limits may include restrictions on requests per second, requests per minute, requests per day, monthly volume caps, concurrent request limits, and maximum file sizes per upload.

Your specific usage limits are displayed in your account dashboard or defined in any applicable order form or enterprise agreement. Modulate may modify usage limits at any time. Material reductions to existing customers’ limits will be communicated with reasonable advance notice, typically thirty (30) days.

Exceeding Limits. If you exceed your usage limits, Modulate may throttle your requests, return HTTP 429 (Too Many Requests) responses, temporarily suspend API access, or assess overage charges as specified in your pricing plan. Modulate will make reasonable efforts to notify you when you are approaching your usage limits.

C. Technical Compliance Requirements

You agree to use the API in accordance with Modulate’s technical documentation and to implement appropriate error handling and retry logic in your integration. You must respect HTTP status codes and rate limit headers returned by the API and not attempt to circumvent rate limits through multiple accounts, IP address rotation, or other evasion techniques.

You may not use the API in a manner that could damage, disable, overburden, or impair Modulate’s servers, networks, or the Platform’s operation. This includes conducting stress tests, load tests, or performance tests without Modulate’s prior written consent. You must not attempt to gain unauthorized access to any systems, data, or areas of the Platform beyond what is explicitly permitted through your account credentials.

D. API Documentation and Updates

Modulate provides API documentation describing endpoints, parameters, authentication methods, response formats, error codes, and usage examples. This documentation is available through your account dashboard and is updated periodically to reflect Platform changes.

Modulate may update, modify, or deprecate API endpoints from time to time. When possible, Modulate will provide advance notice of breaking changes and will maintain backward compatibility or provide migration paths for deprecated endpoints. However, Modulate reserves the right to make immediate changes when necessary for security, legal compliance, or operational reasons.

You are responsible for monitoring API announcements and updating your integration to accommodate API changes. Modulate is not liable for disruptions to your integration caused by your failure to implement required updates or to follow migration guidance for deprecated endpoints.

E. Webhooks and Callbacks 

If you configure webhooks to receive real-time notifications from the Platform, you must ensure your webhook endpoints are secure, and capable of handling the expected volume of events. You must implement appropriate timeout handling.

Modulate will attempt to deliver webhook events with reasonable retry logic but does not guarantee delivery of all events. You are responsible for implementing idempotency handling to manage duplicate event deliveries. Modulate may disable webhooks that repeatedly fail, return errors, or cause performance issues.

F. Batch Processing and Streaming 

The Platform may support both batch processing of pre-recorded audio and streaming analysis of live audio. Batch processing allows you to upload multiple audio files for asynchronous analysis. Streaming analysis processes audio in real-time as it is received.

When using batch processing, you should implement appropriate job tracking and status monitoring. When using streaming analysis, you must handle connection interruptions gracefully and implement reconnection logic. Streaming connections may be subject to maximum duration limits to ensure resource availability for all users.

G. Output Formats and Data Retrieval 

The Platform provides analysis results in structured formats designed for programmatic consumption. Output formats include JSON responses containing transcriptions, behavioral signal scores, event markers, synthetic speech detection results, and other analytics.

You are responsible for retrieving and storing outputs if you require them beyond the retention period specified in your account settings or applicable agreement. Modulate is not responsible for outputs you fail to retrieve before they are deleted in accordance with retention policies.

H. Third-Party Integrations

You may integrate the Platform with third-party services, tools, or platforms, including those listed on the Platform’s integrations page. When using third-party integrations, you remain responsible for compliance with these Terms and with the third party’s terms of service. You are responsible for ensuring that your integration does not violate any applicable laws or create security vulnerabilities.

Modulate does not control third-party services and is not responsible for their availability, functionality, security, or data practices. Modulate makes no representations or warranties regarding third-party integrations and disclaims all liability for issues arising from their use.

I. API Monitoring and Logging

Modulate monitors API usage for security purposes, to ensure compliance with these Terms, and to maintain Platform performance and availability. This monitoring may include logging of API requests, response times, error rates, and usage patterns.

You acknowledge that Modulate collects API usage data and may use this data to improve the Platform, detect abuse, enforce usage limits, and generate aggregated analytics. API logs are retained for a limited period for troubleshooting and security purposes, after which they are deleted in accordance with Modulate’s retention policies.

J. Beta Features and Experimental Functionality

Modulate may make beta, preview, or experimental features available through the API. These features are provided on an “as is” basis and may be unstable, incomplete, or subject to change without notice. Beta features may not be suitable for production use and may be discontinued at any time.

Use of beta features is governed by these Terms unless Modulate provides separate beta terms. Modulate makes no warranties regarding beta features and will not be liable for any issues arising from their use. You should not use beta features for critical operations without appropriate fallback mechanisms.

K. API Key Management Best Practices

To maintain the security of your account, you should follow these API key management practices:

• Segregation. Use separate API keys for different environments (development, staging, production) and for different applications or integrations. This limits the impact of key compromise.
• Least Privilege. If Modulate supports scoped API keys with different permission levels, use keys with the minimum permissions necessary for each use case.
• Rotation Schedule. Establish a regular key rotation schedule, such as every 90 days, to reduce the window of vulnerability if a key is compromised.
• Monitoring. Monitor API usage patterns for anomalies that might indicate unauthorized use of your API keys, such as unusual traffic patterns, requests from unexpected locations, or access at unusual times.
• Incident Response. If you suspect an API key has been compromised, immediately revoke it through your account dashboard and generate a new key. Update all applications and integrations to use the new key. Notify Modulate at security@modulate.ai if you believe the compromise resulted in unauthorized data access.

VI. Data Processing and Retention

A. Data Processing Relationship 

When you use the Platform to process audio containing personal data, you act as the data controller or business and Modulate acts as the data processor or service provider. The allocation of responsibilities, data protection requirements, and international data transfer mechanisms are described in the Velma Services Privacy Addendum.

B. Retention and Deletion

User Content (uploaded audio files) and analysis outputs are retained for thirty-five (35) days from the date of upload or processing, after which they are permanently deleted in accordance with Modulate's deletion procedures described in the Privacy Policy.

Certain enterprise customers may request custom retention periods as part of their written agreement. Such custom retention must be negotiated and agreed in writing. Self-service customers cannot configure retention periods.

Usage metadata (timestamps, API call logs, conversation counts) is retained separately from User Content for operational purposes as described in the Privacy Policy and may be retained for longer periods as necessary for billing, analytics, security, and legal compliance.

You may delete User Content before the retention period expires through the Platform interface or API. Deleted data is removed from active systems and marked for permanent destruction. Temporary copies may exist briefly in system backups as described in the Privacy Policy. Upon request, Modulate will confirm deletion in accordance with applicable data protection laws.

Account holder data is retained during account lifecycle and for a reasonable period after closure as described in Privacy Policy Section VI.

C. Processing Instructions

By using the Platform, you instruct Modulate to process User Content in accordance with these Terms, any applicable data processing agreement, and instructions you provide through the Platform interface or API. Modulate will process personal data only as instructed by you, except as required by law.

If Modulate believes your instructions violate applicable law or would cause Modulate to violate its obligations, Modulate will notify you and may refuse to carry out the instruction until resolved.

D. Your Obligations as Data Controller

When processing personal data through the Platform, you are responsible for complying with applicable data protection laws. This includes providing required privacy notices to individuals, obtaining necessary consents or establishing other lawful bases for processing, implementing appropriate security measures to protect API keys and account credentials, responding to individual rights requests (access, deletion, correction, etc.), and notifying Modulate promptly of security incidents involving your account.

For assistance responding to individual rights requests that require access to data in Modulate’s systems, contact support@modulate.ai with verification of the request.

VII. Data Security and Confidentiality

A. Security Measures

Modulate implements technical and organizational measures designed to protect User Content and account data from unauthorized access, disclosure, alteration, or destruction. These measures are described in detail in the Privacy Policy and include encryption in transit and at rest, access controls and authentication mechanisms, network security measures, regular security assessments, security monitoring and incident response procedures, and compliance with ISO 27001 information security standards.

Despite these measures, no security system is entirely foolproof. Modulate cannot guarantee absolute security and is not liable for unauthorized access resulting from circumstances beyond Modulate’s reasonable control.

B. Your Security Responsibilities

You are responsible for implementing your own security measures, including securing your API keys and account credentials, implementing appropriate authentication and authorization controls within your organization, monitoring your account for unauthorized access or suspicious activity, maintaining security of systems that integrate with the Platform, and notifying Modulate immediately at security@modulate.ai if you discover or suspect a security breach.

C. Confidentiality

Each party agrees to maintain the confidentiality of the other party’s Confidential Information and to use such information only as necessary to fulfill obligations under these Terms. Confidential Information includes non-public technical, business, or financial information, User Content and outputs, account credentials and API keys, and any information marked or identified as confidential.

Confidential Information does not include information that (i) is or becomes publicly available through no breach of these Terms, (ii) was rightfully known prior to disclosure, (iii) is rightfully obtained from a third party without confidentiality obligations, or (iv) is independently developed without use of Confidential Information.

Either party may disclose Confidential Information if required by law, regulation, court order, or other legal process, provided the disclosing party gives reasonable advance notice to allow the other party to seek protective measures, unless such notice is prohibited by law.

D. Security Incident Response

In the event of a security incident affecting your data, Modulate will investigate, take appropriate remedial action, and notify you in accordance with applicable law and the procedures described in the Privacy Policy. You agree to cooperate reasonably with Modulate’s investigation and response efforts.

VIII. Fees and Payment 

A. Fees and Service Tiers

Access to the Platform is provided on a credit-based pricing model. Fees are based on your selected service tier, which determines your annual commitment amount, per-credit rate, included credit allocation, participation in the model improvement program, applicable service level commitments, and support response times. All fees are stated in U.S. dollars and are exclusive of taxes, duties, and similar governmental charges, which you are responsible for paying except for taxes based on Modulate’s net income.

Service Tier Pricing:

‍

For purposes of pricing, the Credit Rate (per 100) reflects the price per one hundred (100) credits. Credit consumption is calculated based on the number of credits required per hour of audio processed, as determined by the selected features.

Credit Consumption Mechanics. Each feature or processing capability consumes a specified number of credits per hour of audio processed, as reflected in the Velma pricing documentation. Where multiple features are applied to a single hour of processed audio, total credit consumption equals the sum of the credits attributable to each selected feature.

Participation in the model improvement program may affect the applicable per-credit rate. Any pricing differential associated with enrollment or opt-out is specified in your selected tier and confirmed in the applicable Order Form.

Annual Commitment Terms. Annual commitment customers agree to prepay for a defined annual credit allocation at the applicable per-credit rate specified in their Order Form. Unless otherwise stated in a written agreement, annual commitments are payable in advance. Any usage exceeding the prepaid allocation is billed at the Credit Rate applicable to your selected tier unless otherwise specified in the Order Form.

Self-Service Terms. Customers using the self-service model incur charges based solely on actual credit consumption at the then-current published per-credit rate. No minimum commitment applies.

Additional Credits. Customers may purchase additional credits at the rate applicable to their tier. Credits are non-refundable and do not roll over between annual commitment periods unless expressly stated in writing.

Mid-Term Tier Adjustments. Customers may upgrade to a higher tier during the applicable term. Pricing adjustments, credit allocations, and effective dates for tier changes are governed by the applicable Order Form or written amendment. Previously purchased credits retain the rate in effect at the time of purchase unless otherwise agreed in writing.

B. Payment Terms

By providing payment information, you authorize Modulate to charge your specified payment method for all fees incurred. You are responsible for ensuring that your payment information is current, accurate, and has sufficient available credit or funds.

For subscription-based pricing, fees are billed in advance on a monthly or annual basis as specified in your subscription. For usage-based pricing, fees are calculated and billed monthly based on your actual usage during the billing period. Payment is due immediately upon invoice unless different payment terms are specified in a separate written agreement.

C. Auto-Renewal

Subscription-based accounts automatically renew at the end of each billing period unless you cancel your subscription before the renewal date. You may cancel through your account dashboard or by contacting support@modulate.ai. Cancellation takes effect at the end of the current billing period. You remain responsible for all fees incurred through the end of the current period.

Modulate may modify pricing upon renewal. Price increases will be communicated at least thirty (30) days before the renewal date. Your continued use of the Platform after a price increase constitutes acceptance of the new pricing. If you do not agree to the new pricing, you may cancel before the renewal date.

D. Late Payment and Suspension

If payment is not received when due, your account may accrue late fees at the rate of one and one-half percent per month (or the maximum rate permitted by law, if lower) on the outstanding balance. If payment is more than thirty (30) days overdue, Modulate may suspend your access to the Platform until payment is received. Suspension does not relieve you of the obligation to pay outstanding amounts.

Modulate may also suspend access if Modulate reasonably believes your payment method is invalid, expired, or fraudulent, or if a payment is disputed or charged back by your financial institution.

E. Refunds

Fees are generally non-refundable except as expressly stated in these Terms or as required by applicable law. Modulate may, in its sole discretion, provide credits or refunds for service disruptions that do not meet applicable service level commitments, for billing errors, or in other circumstances Modulate deems appropriate.

If you believe you have been incorrectly charged, you must notify Modulate within thirty (30) days of the charge by contacting billing@modulate.ai. Failure to notify Modulate within this period waives any claim regarding the charge.

F. Disputes

If you dispute any charge, you must notify Modulate in writing within thirty (30) days of the charge. Modulate will investigate disputed charges and respond within a reasonable timeframe. During the investigation, you remain obligated to pay any undisputed amounts.

Initiating a chargeback through your financial institution without first attempting to resolve the dispute with Modulate may result in immediate suspension or termination of your account.

IX. Prohibited Uses and Compliance

A. Acceptable Use

You may use the Platform only for lawful business purposes and in compliance with these Terms and all applicable laws and regulations. You may not use the Platform in any manner that violates the rights of others, harms individuals, or creates legal or regulatory risk for Modulate.

B. Prohibited Uses

You may not use the Platform to:

• Violate Laws. Violate any applicable federal, state, local, or international law, regulation, or legal requirement, including laws governing recording consent, privacy, data protection, wiretapping, surveillance, or electronic communications.
• Infringe Rights. Infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other proprietary rights of any third party.
• Harm Individuals. Harass, abuse, threaten, stalk, intimidate, or harm any individual, or incite others to do so.
• Discriminate Unlawfully. Make automated decisions that produce legal or similarly significant effects concerning individuals based on protected characteristics in violation of applicable anti-discrimination or civil rights laws.
• Deceive or Defraud. Engage in fraudulent, deceptive, or misleading practices, including impersonation, identity theft, phishing, or misrepresentation of your affiliation or authority.
• Develop Competing Products. Use the Platform or its outputs to develop, train, improve, or benchmark competing voice analysis, transcription, or audio intelligence products or services.
• Reverse Engineer. Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or structure of the Platform, except to the extent such restriction is prohibited by applicable law.
• Circumvent Protections. Attempt to circumvent, disable, or interfere with security features, technical restrictions, usage limits, authentication mechanisms, or other protective measures of the Platform.
• Conduct Security Testing. Conduct vulnerability scanning, penetration testing, or other security assessments of the Platform without Modulate’s prior written consent.
• Transmit Harmful Content. Upload, transmit, or introduce viruses, malware, worms, trojan horses, ransomware, or other malicious or harmful code.
• Disrupt Operations. Use the Platform in any manner that could damage, disable, overburden, impair, or interfere with Modulate’s servers, networks, systems, or the Platform’s operation, or that could interfere with any other party’s use of the Platform.
• Unauthorized Access. Attempt to gain unauthorized access to any systems, accounts, networks, or data, or use automated means (bots, scrapers, etc.) to access the Platform except through the API as documented.
• Resell Services. Resell, redistribute, sublicense, or provide Platform access to third parties on a service bureau or similar basis without Modulate’s prior written consent.

C. Export Compliance

You may not access or use the Platform if you are located in, or are a resident of, any jurisdiction subject to U.S. trade sanctions or export restrictions, including Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, or Luhansk regions of Ukraine. You represent that you are not listed on any U.S. government restricted party list, including the Specially Designated Nationals List, the Denied Persons List, or the Entity List.

You may not use the Platform in violation of any U.S. export laws or regulations, and you will not export, re-export, or transfer Platform outputs to any prohibited destination, entity, or person.

C. Enforcement

Modulate may investigate suspected violations of these Terms and may take appropriate action, including suspending or terminating your account, removing content, disabling features, reporting violations to law enforcement, or cooperating with legal investigations. Modulate’s enforcement actions are at Modulate’s sole discretion and do not create any obligation to monitor, screen, or enforce these Terms in any particular instance.

X. Service Levels and Support 

A. Service Availability

Modulate will use commercially reasonable efforts to make the Platform available but does not guarantee uninterrupted, timely, secure, or error-free operation. The Platform may be temporarily unavailable due to scheduled maintenance, emergency maintenance, system upgrades, technical failures, network disruptions, or circumstances beyond Modulate’s reasonable control.

Modulate reserves the right to change the features and functionality of the Platform. Modulate will provide notice of any material changes to the Platform that could reasonably require material updates to your systems or integrations. Such notice will be provided in advance by the greater of (i) thirty (30) days, or (ii) for customers with annual commitment agreements of twelve (12) months or longer, the lesser of ninety (90) days or the length of the remaining contract term. This notice provision does not apply to minor updates, bug fixes, security patches, or changes required for legal compliance.

B. Scheduled Maintenance

Modulate may perform scheduled maintenance from time to time. When possible, Modulate will provide advance notice of scheduled maintenance through email, dashboard notifications, or status page updates, typically at least twenty-four hours in advance. Scheduled maintenance windows are excluded from any uptime calculations or service level commitments.

Emergency maintenance may be performed without advance notice when necessary to address security vulnerabilities, critical bugs, system instability, or to prevent imminent harm to the Platform or its users.

C. Support Services 

Support is provided in accordance with your account tier or applicable order form. Standard support includes access to online documentation, knowledge base articles, and email support at support@modulate.ai.

Enterprise customers may have access to enhanced support features such as priority response times, dedicated support contacts, phone support, or assigned account managers as specified in their agreement.

Support services do not include custom development, extensive integration assistance beyond what is documented, on-site services, or training unless separately agreed in writing.

D. Status and Notifications

Modulate maintains a status page where current Platform status and historical uptime information are published. You can subscribe to status updates to receive notifications of incidents, maintenance windows, and service disruptions.

Critical security notifications, policy updates, and other important service announcements are communicated via email to the address associated with your account. You are responsible for ensuring your contact information is current and for monitoring these communications.

XI. Warranties and Disclaimers

A. Limited Warranty

Modulate warrants that the Platform will perform materially in accordance with its published documentation during your subscription term. If the Platform fails to conform to this warranty, your exclusive remedy is, at Modulate’s option, correction of the non-conformity or refund of fees paid for the affected period, subject to your promptly notifying Modulate of the non-conformity.

This warranty is conditioned on your proper use of the Platform in accordance with these Terms and does not apply to issues caused by misuse, unauthorized modifications, use with incompatible systems, or factors outside Modulate’s reasonable control.

B. Disclaimer of Other Warranties

EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE PLATFORM AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MODULATE DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OF TRADE, OR PERFORMANCE.

MODULATE DOES NOT WARRANT THAT (I) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (II) THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (III) OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE; (IV) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (V) THE PLATFORM WILL BE COMPATIBLE WITH ALL SYSTEMS, DEVICES, OR SOFTWARE; OR (VI) DATA TRANSMISSION WILL BE SECURE OR NOT BE INTERCEPTED BY UNAUTHORIZED THIRD PARTIES.

C. Outputs Are Not Factual Determinations

Outputs generated by the Platform, including transcriptions, behavioral analysis, synthetic speech detection, event identification, and other analytics, are analytical and informational in nature. They represent the Platform’s algorithmic interpretation of audio input and are not factual determinations, legal conclusions, professional advice, or definitive assessments of truth, intent, or character.

You acknowledge and agree that:

Platform outputs may contain errors, inaccuracies, or incomplete information. Transcriptions may misidentify words, speakers, or meaning. Behavioral analysis may produce false positives or false negatives. Synthetic speech detection may incorrectly classify authentic or manipulated audio.

You are solely responsible for evaluating, interpreting, and acting upon Platform outputs. You must not rely on Platform outputs as the sole basis for decisions involving employment, criminal justice, legal proceedings, safety, or other high-stakes determinations affecting individuals without appropriate human review and consideration of other relevant factors.

Modulate is not responsible for decisions you make or actions you take based on Platform outputs, or for any harm resulting from your reliance on Platform outputs.

D. Third-Party Services

The Platform may integrate with or be used in connection with third-party services, platforms, or tools. Modulate makes no representations or warranties regarding third-party services and disclaims all liability for their availability, functionality, accuracy, security, or compliance with any laws or requirements. Your use of third-party services is governed by their terms and policies, not these Terms.

XII. Limitation of Liability

A. Consequential Damages Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MODULATE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR STATUTORY DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, USE, ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF MODULATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, MODULATE IS NOT LIABLE FOR DAMAGES ARISING FROM (I) YOUR USE OF OR RELIANCE ON PLATFORM OUTPUTS; (II) YOUR FAILURE TO COMPLY WITH APPLICABLE LAWS OR THESE TERMS; (III) DECISIONS, ACTIONS, OR BUSINESS LOSSES RESULTING FROM YOUR USE OF THE PLATFORM; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (V) SYSTEM FAILURES, DATA LOSS, OR CORRUPTION; (VI) THIRD-PARTY ACTIONS OR SERVICES; OR (VII) FORCE MAJEURE EVENTS OR CIRCUMSTANCES BEYOND MODULATE’S REASONABLE CONTROL.

B. Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MODULATE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU TO MODULATE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. IF YOU HAVE NOT PAID ANY FEES, MODULATE’S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

C. Exclusions and Limitations

The limitations in this section apply to the fullest extent permitted by law and apply regardless of whether liability arises from breach of contract, tort, negligence, strict liability, statute, or any other legal theory.

These limitations do not apply to liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by Modulate’s negligence, fraud, fraudulent misrepresentation, or gross negligence where such exclusion would be prohibited by law.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you. In such jurisdictions, Modulate’s liability is limited to the maximum extent permitted by law.

D. Acknowledgment

You acknowledge that the fees charged by Modulate reflect the allocation of risk set forth in these Terms, including these limitations of liability. The limitations in this section are an essential basis of the bargain between you and Modulate.

XIII. Indemnification

A. Your Indemnification Obligations

You agree to defend, indemnify, and hold harmless Modulate and its officers, directors, employees, contractors, agents, affiliates, successors, and assigns from and against any third-party claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to (i) your User Content, including any claim that User Content infringes, misappropriates, or violates any third-party intellectual property, privacy, publicity, or other proprietary rights; (ii) your failure to obtain required rights, permissions, consents, or authorizations for recording, collecting, uploading, or processing User Content; (iii) your violation of these Terms; (iv) your violation of any applicable law or regulation, including recording consent laws, data protection laws, biometric privacy laws, or industry-specific regulations; (v) your use of the Platform or outputs in a manner not authorized by these Terms; (vi) any claim by an individual whose voice appears in User Content alleging unlawful recording, lack of consent, privacy violations, or other harm; (vii) decisions, actions, or omissions you make based on Platform outputs; and (viii) your negligence, willful misconduct, or fraudulent acts.

B. Indemnification Procedures

The party seeking indemnification  will provide prompt written notice of any claim subject to indemnification, provided that failure to provide prompt notice does not relieve the indemnifying party of its obligations except to the extent such party is materially prejudiced by the delay.

The indemnifying party may assume control of the defense of any such claim with counsel of its choice, provided that the indemnified party may participate in the defense at its own expense. The indemnifying party may not settle any claim in a manner that imposes obligations on the indemnified party, admits liability on behalf of the indemnified party, or requires payment by the indemnified party without prior written consent.

If the indemnifying party fails to assume defense of a claim within a reasonable time, the indemnified party may defend the claim at the indemnifying party’s expense.

C. Exceptions

The indemnification obligations in this Section do not apply to the extent that a claim arises solely from the indemnified party’s gross negligence, willful misconduct, breach of these Terms, or violation of applicable law unrelated to the indemnifying party’s conduct.

XIV. Term and Termination

A. Term

These Terms commence when you create an account or first access the Platform and continue until terminated in accordance with this section.

B. Termination by You 

You may terminate these Terms at any time by closing your account through the Platform interface or by providing written notice to Modulate at legal@modulate.ai. Termination by you is effective at the end of your then-current billing period unless you have an enterprise agreement that specifies different termination terms.

C. Termination by Modulate

Modulate may suspend your access to the Platform immediately upon notice, or terminate these Terms effective immediately or upon notice, if (i) you materially breach these Terms and fail to cure the breach within ten (10) days of written notice (or immediately if the breach is not curable); (ii) your account is more than thirty (30) days past due on payment obligations; (iii) you engage in conduct that threatens the security, integrity, availability, or reputation of the Platform or Modulate; (iv) Modulate reasonably believes continued access creates legal, regulatory, or security risk; (v) you violate applicable law in connection with your use of the Platform; (vi) your use of the Platform harms or is likely to harm other users, Modulate, or third parties; (vii) you cease to upload User Content or use the Platform for sixty (60) consecutive calendar days and you are using the Platform on a pay-as-you-go basis without an annual commitment. Modulate will provide thirty (30) days' written notice before termination for inactivity. This termination right does not apply to customers with active annual commitment agreements. If you resume use of the Platform at any point before the termination date, the termination notice is void and the sixty-day inactivity period resets.

Modulate may also terminate these Terms for convenience upon thirty (30) days' written notice. No refunds will be provided for termination under this section except where required by applicable law.

D. Effect of Termination

Upon termination or expiration of these Terms (i) your right to access and use the Platform immediately ceases; (ii) you must immediately cease all use of the Platform and any materials obtained from it; (iii) you remain responsible for all fees incurred through the effective date of termination and any amounts owed become immediately due; (iv) Modulate will delete User Content in accordance with the data retention policies described in the Privacy Policy and these Terms; (v) you must delete or destroy all copies of Modulate’s Confidential Information in your possession; and (vi) licenses granted under these Terms terminate, except as specified below.

E. Data Export and Retrieval

You are responsible for exporting any User Content, outputs, or other data you wish to retain before termination. Modulate is not obligated to provide access to data after termination and may delete all data associated with your account in accordance with its retention policies.

If you require assistance exporting data before termination, contact support@modulate.ai. Data export assistance may be subject to fees.

F. Survival

The following provisions survive termination or expiration of these Terms: User Content and Responsibilities (representations and warranties), License Grants (Modulate’s rights to aggregated data and during retention period), Fees and Payment (amounts owed), Data Security and Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, this Term and Termination section (survival provision), and General Provisions. The confidentiality obligations under Section VII.C survive termination for five (5) years, or in the case of information that constitutes a trade secret under applicable law, for as long as such information remains a trade secret. Modulate’s license to use User Content survives only as long as necessary to complete processing in progress and to comply with data retention obligations, after which User Content is deleted as described in the Privacy Policy.

XV. Dispute Resolution

Please Read This Section Carefully. It Affects Your Legal Rights.

A. Agreement to Arbitrate

You and Modulate agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform will be resolved by binding individual arbitration administered by Judicial Arbitration and Mediation Services (“JAMS”) under the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Rules”), as modified by these Terms. The JAMS Rules are available at https://www.jamsadr.com/rules-streamlined-arbitration/. This arbitration agreement applies to all disputes, whether based in contract, tort, statute, fraud, or any other legal theory.

B. Exceptions to Arbitration

Either party may bring an individual action in small claims court, seek injunctive relief in court to protect intellectual property rights or address security threats that could cause irreparable harm, or bring issues to the attention of government agencies.

C. Class Action and Representative Action Waiver

YOU AND MODULATE AGREE THAT DISPUTES MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any class or representative proceeding.

If this class action waiver is found unenforceable as to any particular claim, that claim must be severed and brought in court, while remaining claims will be arbitrated.

D. Arbitration Procedures

To begin arbitration, send written notice describing the dispute and relief sought to legal@modulate.ai. The parties will attempt informal resolution for thirty (30) days before commencing arbitration with JAMS.

Arbitration hearings will take place in Suffolk County, Massachusetts, or by telephone or video conference if you request. The arbitrator has exclusive authority to resolve all disputes and may award any relief available under applicable law. The arbitrator's decision is final and binding.

E. Costs

Arbitration fees and costs will be allocated in accordance with the applicable JAMS Rules. Each party bears its own attorneys' fees and costs unless otherwise required by law or awarded by arbitrator.

F. Opt-Out Right

You may opt out of arbitration by sending written notice to legal@modulate.ai within thirty (30) days of accepting these Terms. Include your name, email address, and statement that you opt out of arbitration. If you opt out, disputes will be resolved in court under Section G below.

G. Governing Law and Venue

These Terms are governed by Massachusetts law without regard to conflict of laws principles. For disputes not subject to arbitration, you consent to exclusive jurisdiction in the state or federal courts located in Suffolk County, Massachusetts.

XVI. General Provisions

A. Changes to These Terms

Modulate may update or modify these Terms from time to time. Updated Terms will be posted at the Platform URL and become effective upon posting, except that material changes will become effective thirty (30) days after posting or notice to you via email, whichever is earlier.

Material changes include modifications to fees or payment terms, material reductions to service availability or functionality, changes to data retention periods, material changes to liability limitations, or other changes that substantially affect your rights or obligations.

Your continued use of the Platform after the effective date of updated Terms constitutes acceptance. If you do not agree to updated Terms, you must stop using the Platform and may terminate your account. No refunds will be provided for termination due to disagreement with updated Terms except where required by applicable law.

Changes to fee structures will not apply retroactively to fees already incurred.

B. Assignment and Transfer

You may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations under these Terms, in whole or in part, whether voluntarily or by operation of law, including by merger, consolidation, dissolution, or sale of assets, without Modulate’s prior written consent. Any attempted assignment in violation of this provision is void.

Modulate may assign or transfer these Terms without restriction, including to an affiliate, subsidiary, successor in interest, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Modulate’s assets. Modulate will provide notice of any assignment that materially affects your rights.

These Terms bind and inure to the benefit of the parties and their respective successors and permitted assigns.

C. No Third-Party Beneficiaries

These Terms are intended solely for the benefit of you and Modulate. No third party has any rights to enforce or benefit from these Terms, except that Modulate’s officers, directors, employees, contractors, agents, affiliates, successors, and assigns are intended third-party beneficiaries of your indemnification obligations and may enforce those provisions directly.

D. Relationship of the Parties

These Terms do not create any partnership, joint venture, employment, franchise, agency, or fiduciary relationship between you and Modulate. Neither party has authority to bind the other or to make commitments on the other’s behalf. You are an independent contractor with respect to Modulate.

E. Notices

All notices required or permitted under these Terms must be in writing. Notices to you may be provided by email to the address associated with your account, by posting within the Platform, or by mail to the address you provide. Notices are deemed received when sent by email, when posted within the Platform, or three (3) business days after mailing.

Notices to Modulate must be sent to legal@modulate.ai or to:

Modulate, Inc.
One Davis Square, Suite 300
Somerville, MA 02144
Attention: Legal Department

Notices regarding billing disputes should be sent to billing@modulate.ai. Notices regarding security incidents should be sent to security@modulate.ai.

F. Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, civil unrest, labor disputes or strikes, governmental actions or restrictions, failure of internet or telecommunications infrastructure, power failures, pandemics or public health emergencies, or any other event beyond the party’s reasonable control (“Force Majeure Event”).

The affected party will promptly notify the other party of the Force Majeure Event and will use commercially reasonable efforts to minimize the impact and resume performance as soon as practicable. If a Force Majeure Event prevents performance for more than thirty (30) consecutive days, either party may terminate these Terms upon written notice without liability.

Force Majeure Events do not excuse payment obligations for services already rendered or fees already incurred.

G. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent. If modification is not possible, the provision will be severed from these Terms.

The invalidity or unenforceability of any provision does not affect the validity or enforceability of any other provision. The remaining provisions will continue in full force and effect and will be construed to give effect to the parties’ intent as reflected in these Terms.

H. Waiver

No waiver of any provision of these Terms or any breach of these Terms will be effective unless in writing and signed by an authorized representative of the party against whom the waiver is sought to be enforced. Modulate’s failure to enforce any provision of these Terms or to exercise any right under these Terms is not a waiver of that provision or right and does not prevent Modulate from enforcing that provision or exercising that right in the future.

No waiver of any breach constitutes a waiver of any other or subsequent breach. Any waiver must be expressly granted and applies only to the specific instance identified in the written waiver.

I. Entire Agreement

These Terms, together with the Privacy Policy, the Velma Services Privacy Addendum, any applicable data processing agreement, and any order form or enterprise agreement you have executed with Modulate, constitute the entire agreement between you and Modulate regarding the Platform and supersede all prior or contemporaneous communications, agreements, understandings, proposals, or representations, whether oral or written, relating to the subject matter of these Terms.

In the event of any conflict between these Terms and an applicable order form or enterprise agreement, the order form or enterprise agreement will control with respect to its subject matter. In all other respects, these Terms govern.

No terms or conditions stated in your purchase order, vendor portal, or other business documents will modify or add to these Terms, even if signed or acknowledged by Modulate, unless Modulate explicitly agrees to such modifications in a separate written agreement signed by an authorized representative of Modulate.

J. Interpretation

Section headings are for convenience only and do not affect the interpretation of these Terms. The words “including,” “includes,” and “such as” are not limiting and mean “including but not limited to.” References to “days” mean calendar days unless otherwise specified. The words “may” and “will” denote permission and obligation, respectively.

These Terms may be executed in counterparts, each of which is deemed an original and all of which together constitute the same agreement. Electronic signatures and copies have the same force and effect as original signatures and documents.

K. No Presumption Against Drafter

These Terms will be construed fairly according to their terms and not strictly for or against either party, regardless of who drafted them or was more responsible for their preparation. Both parties have had the opportunity to review and negotiate these Terms and to seek legal counsel.

L. U.S. Government End Users

If you are a U.S. federal, state, or local government entity, the Platform is “commercial computer software” and “commercial computer software documentation” as those terms are defined in FAR 12.212 and DFARS 227.7202. Use, duplication, disclosure, and modification by the U.S. government are subject to the restrictions set forth in these Terms in accordance with DFARS 227.7202 and FAR 12.212, as applicable.

XVII. Contact

For questions, concerns, or requests regarding these Terms or the Platform, please contact:

Modulate, Inc.
One Davis Square, Suite 300
Somerville, MA 02144
Phone: 385-274-7474
Website: https://www.modulate.ai

Email contacts:

• General inquiries: contact@modulate.ai
• Legal matters: legal@modulate.ai
• Support: support@modulate.ai
• Privacy: privacy@modulate.ai
• Security incidents: security@modulate.ai
• Billing questions: ar@modulate.ai
• Sales: sales@modulate.ai
• Abuse reports: misuse@modulate.ai

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