Modero Terms of Service

This Modero SaaS License Agreement (this “Agreement”) is entered into by and between Modero, Inc. (“Modero”), a Georgia corporation, and the advisor that accepts it (“Advisor”). Advisor accepts this Agreement by clicking to accept at account creation, or by executing an Order Form that references it, and the Effective Date is the date of that acceptance or execution. Modero and Advisor are each a “Party” and collectively the “Parties.”

1. Recitals

A. Modero owns and operates the Modero platform, a software-as-a-service application supporting telecom advisors, with modular functionality including CRM, inventory management, commissions, expense management, automated service management, project management, and related capabilities as offered from time to time.

B. Advisor wishes to subscribe to the Modero platform and use it to deliver services to Advisor’s own clients.

C. The Parties agree to the terms of this Agreement, which governs Advisor’s use of the platform, the fees payable to Modero, the service levels Modero will maintain, and each Party’s responsibilities and rights.

2. Definitions

• “Authorized User” means an individual employee or contractor of Advisor whom Advisor authorizes to access and use the Platform under Advisor’s account.
• “Customer Data” means data submitted by Advisor or Advisor’s End Clients to the Platform, including data Advisor uploads on behalf of an End Client.
• “End Client” means a third party to whom Advisor provides services using the Platform.
• “Module” means a functional component of the Platform offered by Modero (e.g., CRM, Inventory Management, Commissions, Expense, Flux, Project), as included in Advisor’s plan under the Pricing Schedule.
• “Platform” means the Modero software-as-a-service application, including its hosted environment, application programming interfaces, web user interface, data export tools, and supporting documentation.
• “Order Form” means the record of Advisor’s subscription parameters: the plan and options Advisor selects at signup, or a document executed by the Parties setting forth negotiated subscription parameters (including Enterprise engagements). The form of executed Order Form is attached as Exhibit A.
• “Personal Data” means information within Customer Data that identifies, or is reasonably capable of being associated with, an identified or identifiable natural person.
• “Pricing Schedule” means Modero’s then-current published pricing at mymodero.com/pricing, together with the plan and options Advisor selects at signup or in an Order Form. Enterprise plan pricing is not published and is quoted per engagement.
• “Seat” means one Authorized User. Subscription fees are calculated per the Pricing Schedule, which may price by plan, by client account, by Seat, or by another stated unit.
• “Subscription Term” means the period during which Advisor is licensed to use the Platform, as set forth in the Order Form.

3. License Grant and Subscription

3.1 License Grant

Subject to Advisor’s compliance with this Agreement and timely payment of fees, Modero grants Advisor a non-exclusive, non-transferable, worldwide license during the Subscription Term to:

(a) Access and use the Platform Modules included in Advisor’s plan for Advisor’s internal business operations and to deliver services to Advisor’s End Clients;

(b) Permit Authorized Users to access and use the Platform under Advisor’s account;

(c) Configure the Platform with Advisor’s branding as permitted by Section 12.

3.2 Restrictions

Advisor will not, and will not permit any Authorized User or third party to:

(a) Copy, modify, or create derivative works of the Platform or its underlying source code;

(b) Reverse engineer, decompile, or disassemble the Platform, except to the extent applicable law expressly permits;

(c) Access the Platform to build or evaluate a competing product;

(d) Resell, sublicense, or distribute the Platform except as expressly permitted (white-label use to End Clients is permitted under Section 12 on eligible plans);

(e) Remove or alter any proprietary notices on the Platform;

(f) Use the Platform in violation of applicable law or third-party rights, or in a manner that could damage Modero’s reputation, infrastructure, or other customers.

3.3 Authorized User Accounts

Advisor is responsible for the activities of all Authorized Users on its account. Advisor will (a) maintain the confidentiality of account credentials, (b) promptly notify Modero of any unauthorized access, and (c) ensure each Authorized User complies with this Agreement.

4. Subscription Fees and Payment

4.1 Fees

Advisor will pay Modero the subscription fees for Advisor’s selected plan as set forth in the Pricing Schedule. Fees are structured as stated in the published Pricing Schedule (by plan, by client account, by Seat, or by another stated unit), or under such other model as the Parties expressly agree in an executed Order Form. Modules marked as included in Advisor’s plan are provided at no additional fee during the Subscription Term. Enterprise plans are quoted per engagement and documented in an executed Order Form.

4.2 Plan, Seat, and Module Changes

Advisor’s plan, the number of Seats or client accounts, and the set of elected Modules may be increased at any time upon written request (which may be by email or via the Platform’s administrative interface). Increases take effect on the next billing cycle and are billed on a prorated basis. Decreases are permitted only at the start of a Renewal Term (per Section 5); mid-term decreases are not permitted.

4.3 Billing Cycle and Automatic Payment

Modero will bill Advisor monthly in advance for the upcoming month, plus any plan, Seat, or Module increases activated in the prior month. The billing date is the first business day of the calendar month, or such other monthly billing date as Modero designates in the Order Form.

On each billing date, Modero (through its designated third-party payment processor) will automatically charge the payment method that Advisor maintains on file with the payment processor. By accepting this Agreement, Advisor authorizes Modero and its designated payment processor to charge Advisor’s payment method on file for all amounts owed under this Agreement, on a recurring monthly basis, until this Agreement terminates and any outstanding amounts are paid in full.

4.4 Payment Method on File

Advisor will maintain a valid and current payment method on file with Modero’s designated payment processor at all times during the Subscription Term. If Advisor’s payment method changes (e.g., new card number, expiration, billing address), Advisor will update the payment method on file before the next billing date. Modero will provide a customer portal or similar mechanism to allow Advisor to manage its payment method.

4.5 Failed Payments; Late Charges; Suspension

If a scheduled charge to Advisor’s payment method fails, Modero (or its payment processor) may retry the charge in accordance with the processor’s standard retry procedure. If the amount remains unpaid more than ten (10) days after the original billing date, late payment interest accrues at 1.5% per month (18% annualized) or the maximum rate permitted by Georgia law, whichever is lower, from the original billing date until paid in full. If the amount remains unpaid more than thirty (30) days after the original billing date, Modero may suspend Advisor’s access to the Platform after providing Advisor at least three (3) business days’ written notice and an opportunity to cure. Suspension does not relieve Advisor of payment obligations.

4.6 Chargebacks and Payment Disputes

Before initiating any chargeback, payment dispute, or reversal with Advisor’s card issuer, bank, or payment processor for any charge under this Agreement, Advisor will first contact Modero in writing at the address in Section 18 and attempt to resolve the dispute in good faith for at least fifteen (15) days. A chargeback initiated without first contacting Modero in good faith, or a chargeback for amounts properly owed under this Agreement, is a material breach of this Agreement. Advisor will reimburse Modero for all chargeback fees, payment processor fees, and reasonable attorney’s fees incurred by Modero in connection with such a chargeback, in addition to the underlying amount owed.

4.7 Taxes

Subscription fees are exclusive of taxes. Advisor is responsible for any sales, use, value-added, or similar taxes assessed on the subscription, other than taxes on Modero’s income.

5. Term and Renewal

5.1 Initial Term

The Initial Subscription Term begins on the Effective Date and continues for one (1) year unless earlier terminated as provided in Section 16.

5.2 Auto-Renewal

The Subscription Term will automatically renew for successive one-year Renewal Terms unless either Party gives the other written notice of non-renewal at least sixty (60) days before the end of the then-current Subscription Term.

5.3 Pricing Changes at Renewal

Modero may change the pricing terms, including plan fees, Module fees, the structure of the Pricing Schedule, or any other element of the pricing model, at the start of any Renewal Term upon at least sixty (60) days written notice to Advisor before the renewal date. If Advisor does not accept a change in pricing, Advisor may terminate effective at the end of the then-current Subscription Term by giving written notice within thirty (30) days of receiving the notice. Pricing terms in effect for the current Subscription Term remain in effect for its duration.

6. Service Levels and Support

6.1 Uptime Commitment

Modero will use commercially reasonable efforts to maintain Platform availability of at least 99.9% per calendar month, measured per the methodology in Exhibit B (Service Level Agreement).

6.2 Excluded Downtime

Excluded from uptime measurement: (a) scheduled maintenance windows announced at least 48 hours in advance, (b) emergency maintenance reasonably necessary to protect the Platform’s security or integrity, (c) outages caused by Advisor’s misuse, (d) outages caused by force majeure events, and (e) outages caused by Advisor-side network or third-party services not operated by Modero.

6.3 SLA Credits

If Modero fails to meet the uptime commitment in any calendar month, Advisor is entitled to service credits as set forth in Exhibit B. Service credits are Advisor’s sole and exclusive remedy for SLA failures.

6.4 Support

Modero will provide standard email support during business hours (Monday through Friday, 9 AM to 6 PM Eastern, excluding US federal holidays). Response targets are set forth in Exhibit B.

6.5 Maintenance Windows

Modero may perform scheduled maintenance during posted maintenance windows. Advisor is responsible for monitoring the Platform’s status page or other notification channels for maintenance announcements.

7. Modero Obligations

Modero will:

(a) Operate the Platform in conformance with the Service Level Agreement (Exhibit B);

(b) Maintain commercially reasonable security measures, including encryption in transit (TLS 1.2+) and at rest, role-based access controls, regular vulnerability scanning, and an incident response plan;

(c) Maintain and keep current the Subprocessor list per Section 10;

(d) Process Personal Data in accordance with this Agreement and applicable privacy law;

(e) Provide Advisor with reasonable assistance in responding to data subject access requests under applicable privacy law;

(f) Comply with applicable law in operating the Platform.

8. Advisor Obligations

Advisor will:

(a) Use the Platform only for lawful purposes and in accordance with the Acceptable Use Policy (Exhibit C);

(b) Ensure that Customer Data submitted to the Platform does not violate any third-party rights or applicable law;

(c) Obtain and maintain any consents from End Clients required under applicable law for Advisor to submit End Client data to the Platform;

(d) Maintain accurate records of Authorized Users and promptly remove access for terminated personnel;

(e) Pay subscription fees and other amounts due under this Agreement on time.

9. Customer Data and Privacy

9.1 Ownership

Advisor and its End Clients retain all right, title, and interest in and to Customer Data. Modero claims no ownership in Customer Data.

9.2 Limited License to Modero

Advisor grants Modero a limited, non-exclusive license to host, store, transmit, process, and back up Customer Data solely as necessary to provide the Platform to Advisor and to comply with this Agreement and applicable law.

9.3 Data Export

Advisor may export its Customer Data from the Platform at any time during the Subscription Term using the Platform’s export tools.

9.4 Post-Termination Data Retention and Deletion

Following termination or expiration of the Subscription Term, Modero will:

(a) Make Customer Data available for export by Advisor for a period of thirty (30) days following termination;

(b) After the thirty-day export window, delete or anonymize Customer Data within ninety (90) days, except as Modero is required to retain records under applicable law;

(c) Continue to apply this Agreement’s confidentiality and security obligations to any retained Customer Data until deletion is complete.

9.5 Data Residency

Customer Data is stored in the United States by default. Modero may provide alternative data residency options for an additional fee, documented in the Order Form.

9.6 Personal Data

Where Customer Data includes Personal Data, Modero Processes it solely to provide the Platform, in accordance with this Section 9, Section 10, and applicable privacy law. A data processing addendum is available upon request for Advisors whose compliance obligations require one.

9.7 Security Incidents

Modero will notify Advisor without undue delay (and in any event within seventy-two (72) hours) after becoming aware of a security incident involving Customer Data, and will provide reasonable cooperation in Advisor’s response to the incident.

9.8 Data Firewall; No Solicitation of Advisor’s End Clients

(a) Customer Data is firewalled to Advisor’s account and will not be shared with, accessed by, or used for the benefit of any other Modero customer, advisor, or third party, including Modero’s affiliates.

(b) Modero, its affiliates, and their personnel will not use Customer Data, including End Client identities, contact information, service inventories, or pricing, to solicit, market to, or compete with Advisor for Advisor’s End Clients. Modero will cause its affiliates and personnel to comply.

(c) Modero may use aggregated and anonymized data, such as zip-code-level geographic, service-type, bandwidth, and price/cost benchmarks, that does not identify any End Client, for benchmarking, product improvement, industry analysis, and Modero’s marketing.

(d) Breach of this Section 9.8 is excluded from the cap in Section 15.1. This Section 9.8 survives termination of this Agreement indefinitely.

10. Subprocessors

10.1 Use of Subprocessors

Modero may use third-party subprocessors to provide the Platform (e.g., cloud infrastructure providers, monitoring tools, support tools). The current list of subprocessors is published at mymodero.com/legal/subprocessors and is updated as subprocessors are added or removed.

10.2 Notification of New Subprocessors

Modero will provide Advisor with at least thirty (30) days advance notice (via email to the designated notice address or via the Platform) before adding a new subprocessor that processes Customer Data.

10.3 Right to Object

If Advisor reasonably objects to a new subprocessor on legitimate, material grounds (e.g., compliance with Advisor’s regulatory obligations), Advisor may notify Modero in writing within fifteen (15) days of Modero’s notice. The Parties will work in good faith to resolve the concern. If they cannot reach a mutually acceptable resolution, Advisor may terminate the affected subscription effective at the end of the then-current Subscription Term without further fees beyond amounts owed through that termination date.

10.4 Subprocessor Obligations

Modero remains responsible for the acts and omissions of its subprocessors as if they were Modero’s own acts. Modero will require its subprocessors to be bound by data protection obligations no less protective than those in this Agreement.

11. Intellectual Property

11.1 Modero IP

The Platform and all related intellectual property rights are and remain the exclusive property of Modero. Nothing in this Agreement transfers or licenses any intellectual property rights other than the limited Platform license expressly granted in Section 3.

11.2 Advisor IP

Advisor retains all right, title, and interest in Customer Data, Advisor’s brand, and any pre-existing or independently developed materials Advisor uses with the Platform.

11.3 Feedback

If Advisor provides Modero with suggestions, ideas, or feedback regarding the Platform, Modero may use that feedback to improve the Platform without restriction or obligation to Advisor. Feedback is provided on a non-confidential basis.

12. White-Label and Branding

12.1 Branding Configuration

Advisor may configure the Platform with Advisor’s logo, color scheme, and other branding elements as supported by the Platform’s branding features on Advisor’s plan. Full white-label configuration, including custom domains (subject to Modero’s technical requirements) and removal of platform branding, is available on Enterprise plans only.

12.2 Modero Brand Visibility

Where Advisor’s plan includes full white-label and Advisor configures it, the Modero name and logo will not be visible to End Clients accessing the Platform under Advisor’s branding. On all other plans, End Clients access the platform experience with its standard branding, subject to Advisor’s logo and color customization where supported. Modero retains the right to identify Advisor as a Modero customer in Modero’s marketing materials, subject to Section 13 (Confidentiality) and Advisor’s prior approval (not to be unreasonably withheld) of the form and content of any specific public reference.

12.3 No Misrepresentation

Advisor will not represent the Platform as Advisor’s own proprietary technology in a manner that misleads End Clients about the source or nature of the technology. Advisor may represent the Platform as part of Advisor’s service offering.

12.4 Brand Standards

Advisor will not configure the Platform with branding that is unlawful, defamatory, infringes third-party rights, or that could reasonably damage Modero’s reputation. Modero reserves the right to refuse or require modification of branding configurations that violate this Section 12.4.

12.5 Trademark License

To the extent Advisor uses any Modero trademark in connection with the Platform, Modero grants Advisor a limited, non-exclusive, royalty-free license to use the Modero trademark solely as required for Advisor to identify the Platform during the Subscription Term, in compliance with Modero’s trademark guidelines.

13. Confidentiality

13.1 Definition

“Confidential Information” means any non-public information disclosed by one Party to the other in connection with this Agreement, including business plans, customer information, financial information, technical information, and any information marked or reasonably understood to be confidential. The Platform’s features, performance, and pricing terms are Modero’s Confidential Information. Customer Data is Advisor’s Confidential Information.

13.2 Obligations

Each Party will (a) hold the other’s Confidential Information in strict confidence, (b) use it only for purposes of this Agreement, (c) protect it with reasonable care (no less than the care it uses for its own confidential information), and (d) not disclose it to any third party except to its employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations no less protective.

13.3 Exceptions

Section 13 does not apply to information that (a) is or becomes publicly known through no fault of the receiving Party, (b) was rightfully known before disclosure, (c) is rightfully obtained from a third party without confidentiality restriction, or (d) is independently developed without use of the disclosing Party’s Confidential Information.

13.4 Required Disclosure

If a Party is required by law to disclose the other’s Confidential Information, the disclosing Party will (where permitted) provide prompt prior notice and reasonable cooperation in seeking to limit the disclosure.

13.5 Term

Section 13 obligations survive for three (3) years after termination of this Agreement. Trade secrets and Personal Data remain protected indefinitely.

14. Indemnification

14.1 Modero IP Indemnification

Modero will defend Advisor against any third-party claim alleging that the Platform, as provided by Modero and used by Advisor in compliance with this Agreement, infringes any patent, copyright, trademark, or trade secret of the third party. Modero will pay damages and reasonable attorney’s fees finally awarded against Advisor (or settled with Modero’s consent) on such a claim, provided Advisor (a) promptly notifies Modero of the claim, (b) gives Modero sole control of the defense and settlement, and (c) provides reasonable cooperation.

14.2 IP Indemnification Exclusions

Modero has no obligation under Section 14.1 to the extent the claim arises from (a) Advisor’s modification of the Platform, (b) Advisor’s combination of the Platform with materials not provided by Modero where the combination causes the infringement, (c) Customer Data submitted by Advisor, or (d) Advisor’s use of the Platform in violation of this Agreement.

14.3 Modero Remedies for IP Claims

If the Platform becomes, or in Modero’s reasonable opinion is likely to become, the subject of an infringement claim, Modero may at its option (a) procure for Advisor the right to continue using the Platform, (b) modify the Platform to be non-infringing while preserving substantially equivalent functionality, or (c) terminate Advisor’s subscription and refund any prepaid, unused subscription fees.

14.4 Advisor Indemnification

Advisor will defend Modero against any third-party claim arising from (a) Customer Data submitted to the Platform (including claims that the data violates third-party rights or applicable law), (b) Advisor’s misuse of the Platform, (c) Advisor’s gross negligence or willful misconduct, or (d) Advisor’s representation of the Platform to End Clients in violation of Section 12.3.

14.5 Mutual Indemnification

Each Party will defend the other against third-party claims arising from the indemnifying Party’s gross negligence, willful misconduct, or breach of confidentiality.

14.6 Procedure

The indemnified Party will (a) promptly notify the indemnifying Party in writing of the claim, (b) give the indemnifying Party sole control of the defense and settlement, and (c) provide reasonable cooperation in the defense.

15. Limitation of Liability

15.1 Cap

Except for liabilities described in Section 15.2, each Party’s aggregate liability to the other under or in connection with this Agreement, regardless of theory of liability, will not exceed the amount of subscription fees paid by Advisor to Modero during the six (6) months preceding the event giving rise to the liability.

15.2 Carve-Outs

The cap in Section 15.1 does not apply to: (a) a Party’s indemnification obligations under Section 14, (b) a Party’s gross negligence or willful misconduct, (c) a Party’s breach of confidentiality under Section 13, (d) Advisor’s payment obligations under Section 4, (e) Modero’s breach of Section 9.8 (Data Firewall; No Solicitation), or (f) liability that cannot be limited or excluded by applicable law.

15.3 Excluded Damages

Except for amounts within the carve-outs in Section 15.2, neither Party will be liable for any consequential, indirect, incidental, special, exemplary, or punitive damages, or for lost profits or lost revenue, even if advised of the possibility of such damages.

16. Termination

16.1 Termination for Cause

Either Party may terminate this Agreement for cause upon thirty (30) days written notice if the other Party has not cured a material breach within the thirty-day notice period. For payment defaults by Advisor, the cure period is ten (10) days.

16.2 Termination for Convenience by Modero

Modero may terminate this Agreement for convenience at any time during the Subscription Term upon sixty (60) days’ prior written notice to Advisor. If Modero terminates for convenience under this Section 16.2, Modero will refund to Advisor a pro-rata portion of any prepaid, unused subscription fees, calculated as of the termination date.

16.3 No Termination for Convenience by Advisor

Advisor may not terminate this Agreement for convenience during the Subscription Term. Advisor may decline to renew the Subscription Term per Section 5.2.

16.4 Effect of Termination

Upon termination:

(a) Advisor’s right to access and use the Platform ceases on the termination date;

(b) Modero will make Customer Data available for export per Section 9.4;

(c) Advisor will pay all amounts owed through the termination date;

(d) If Modero terminates for Advisor’s material breach (including any payment default that is not cured within the period specified in Section 16.1): (i) Advisor is not entitled to any refund of prepaid fees; and (ii) all subscription fees that would have been payable for the remainder of the then-current Subscription Term become immediately due and payable as an early-termination amount (the “Early Termination Amount”). Modero may charge Advisor’s payment method on file under Section 4.3 for the full Early Termination Amount in a single lump-sum charge on or after the termination effective date. For clarity, the Early Termination Amount applies only to the remainder of the then-current Subscription Term and not to any unaccrued Renewal Term;

(e) If Advisor terminates for Modero’s material breach, Modero will refund any prepaid, unused fees pro rata, and no Early Termination Amount is owed by Advisor;

(f) If Modero terminates for convenience under Section 16.2, Modero will refund a pro-rata portion of prepaid, unused fees per Section 16.2;

(g) Sections 9 (Customer Data, post-termination, including Section 9.8 indefinitely), 11 (IP), 13 (Confidentiality), 14 (Indemnification), 15 (Limitation of Liability), 17 (Governing Law), and 19 (Miscellaneous) survive termination.

17. Governing Law and Dispute Resolution

17.1 Governing Law

This Agreement is governed by the laws of the State of Georgia, without regard to its conflict-of-laws principles.

17.2 Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in Atlanta, Georgia, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

17.3 Equitable Relief

Either Party may seek injunctive or other equitable relief in a court of competent jurisdiction in Fulton County, Georgia, to protect its intellectual property rights, Confidential Information, or to enforce a Party’s payment obligations.

17.4 Confidentiality of Proceedings

The arbitration, including the existence of any proceedings, is confidential, except to the extent disclosure is required by law or to enforce an award.

18. Notice

All notices required or permitted under this Agreement, including notices of termination, breach, indemnification claims, or non-renewal, will be effective when sent by email to the addresses below (or as updated in writing). Email notices are deemed received when sent, absent indication of delivery failure.

To Modero: comms@mymodero.com

To Advisor: the account email provided at registration, or the notice address set in an executed Order Form.

19. Miscellaneous

19.1 Entire Agreement; No SOW Required

This Agreement, together with the Order Form, Service Level Agreement (Exhibit B), and Acceptable Use Policy (Exhibit C), constitutes the entire agreement of the Parties. No Statement of Work or similar additional document is required to subscribe to the Platform; Advisor’s subscription is established by acceptance of this Agreement and the plan selection alone. Managed or professional services, where offered, are scoped and contracted separately and are not provided under this Agreement.

19.2 Amendment

No amendment is effective unless in writing signed by both Parties. Modero may update its Acceptable Use Policy from time to time with at least thirty (30) days notice to Advisor.

19.3 Assignment

Neither Party may assign this Agreement without the other’s prior written consent, except that a Party may assign this Agreement, upon thirty (30) days’ prior written notice and without the other Party’s consent, in connection with a merger, reorganization, or sale of all or substantially all of its assets, provided the successor expressly assumes all obligations of the assigning Party under this Agreement in writing.

19.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or, if no modification can render it enforceable, severed from this Agreement. The remaining provisions will continue in full force and effect, and the Parties will negotiate in good faith to substitute a valid and enforceable provision that achieves, to the extent possible, the economic and business purposes of the severed provision.

19.5 Waiver

No failure or delay by either Party in exercising any right, power, or privilege under this Agreement will operate as a waiver of that right, power, or privilege. No single or partial exercise of any right, power, or privilege will preclude any other or further exercise of that right or any other right. A waiver of any provision of this Agreement is effective only if in writing and signed by the Party against whom the waiver is to be enforced, and applies only to the specific instance and purpose for which it was given.

19.6 Force Majeure

Neither Party will be liable for any failure or delay in performance of this Agreement (other than payment obligations) to the extent the failure or delay is caused by an event beyond the affected Party’s reasonable control, including acts of God, natural disasters, fire, flood, earthquake, war, terrorism, civil unrest, government action or regulation, labor strikes, pandemics or public health emergencies, or failures of internet backbone, power grid, or other public infrastructure (a “Force Majeure Event”). The affected Party will (a) promptly notify the other Party of the Force Majeure Event and its expected duration, (b) use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable, and (c) be entitled to an extension of time for performance equal to the duration of the Force Majeure Event. If a Force Majeure Event continues for more than thirty (30) consecutive days, either Party may terminate this Agreement on written notice without liability beyond amounts owed for services performed before termination.

19.7 Counterparts; Electronic Acceptance

This Agreement may be accepted electronically (including by clickwrap at account creation) or executed in counterparts. Electronic acceptance and electronic signatures have the same effect as original signatures.

19.8 No Third-Party Beneficiaries

This Agreement is for the benefit of the Parties only and creates no rights in End Clients or any other third party.

19.9 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or fiduciary relationship.

20. Acceptance

Advisor accepts this Agreement by clicking to accept at account creation, or by executing an Order Form that references it. Enterprise engagements are documented in an executed Order Form (Exhibit A); where executed, that Order Form controls its stated commercial terms for its term.

Exhibit A: Order Form (executed engagements, including Enterprise)

MODERO ORDER FORM

Customer (Advisor):              [Legal name]
Customer Address:                [Address]
Billing Contact:                 [Name, email]
Notice Address:                  [Email for legal notices]

Subscription Effective Date:     [Date]
Initial Subscription Term:       1 year (auto-renews per Section 5.2)
Monthly Billing Date:            First business day of each calendar month
                                 (or other monthly date as specified)
Payment Method:                  Stored with Modero's designated payment
                                 processor; Advisor authorizes recurring
                                 monthly auto-charge per Section 4.3.

Plan:                            [ ] Published plan: ____________ (per the
                                     Pricing Schedule at mymodero.com/pricing)
                                 [ ] Enterprise (custom; pricing below)

Enterprise / negotiated pricing: $______ per month for [scope: modules,
                                 client accounts, Seats, white-label
                                 configuration, and any other negotiated terms]

White-label configuration        [ ] Yes (Enterprise plans only)
  Authorized domain(s):          [Domain(s)]
  Brand configuration notes:     [Notes]

Other terms:                     [Each must cite the Agreement section it
                                 modifies]

APPROVED BY

Modero, Inc.                              [Advisor]
By: ____________________                  By: ____________________
Name: Stephen Hancock II                  Name: ____________________
Title: President                          Title: ____________________
Date: ____________________                Date: ____________________

Exhibit B: Service Level Agreement

B.1 Uptime Commitment

Modero will maintain Platform availability of at least 99.9% per calendar month, calculated as:

Uptime % = ((Total Minutes in Month - Downtime Minutes) / Total Minutes in Month) x 100

“Downtime” excludes the categories listed in Section 6.2 of the Agreement.

B.2 SLA Credits

If Modero fails to meet the uptime commitment in any calendar month, Advisor is entitled to the following service credits applied against the next monthly charge:

Service credits are Advisor’s sole and exclusive remedy for SLA failures and may not exceed 50% of the monthly subscription fee in any month.

B.3 Support Response Targets

B.4 Maintenance Windows

Standard maintenance windows: Sundays, 2 AM to 6 AM Eastern. Modero may schedule outside this window with at least 48 hours advance notice.

Exhibit C: Acceptable Use Policy

Advisor and its Authorized Users will not use the Platform to:

(a) Violate any applicable law or third-party right;

(b) Send spam, phishing, or unsolicited commercial communications;

(c) Distribute malware, viruses, or other harmful code;

(d) Conduct any unlawful surveillance or data collection;

(e) Attempt to gain unauthorized access to the Platform, other accounts, or any systems;

(f) Interfere with or disrupt the Platform or its underlying infrastructure;

(g) Resell, sublicense, or distribute the Platform to third parties (excluding the white-label use to End Clients permitted under Section 12 on eligible plans);

(h) Use the Platform to develop or evaluate a competing product;

(i) Process Customer Data in violation of applicable privacy law or required consents.

Modero may suspend or terminate use that violates this policy after notice and an opportunity to cure (or immediately, if the violation creates a material risk to the Platform or to other customers).