Modeeri Terms and Conditions

Modeeri Terms & Conditions

1. Introduction

These Terms & Conditions (the “Agreement”) govern your access to and use of the Modeeri digital platform and associated services (collectively, the “Platform”). By creating an account, purchasing a subscription or otherwise using the Platform, you (“Client” or “you”) agree to be bound by this Agreement. The Platform is operated by Modeeri (under formation) and/or its affiliated entities (“Provider,” “we,” or “our”). The Provider may modify these Terms at any time by posting an updated version on the Platform or by notifying Clients. Continued use of the Platform after changes are posted constitutes acceptance of the revised terms.

2. Definitions

Key defined terms include Provider, Client, Platform, Subscription, Services, Order Form, Confidential Information, Effective Date, Applicable Laws, Authorized Users, Authorized Purpose, Content, Provider Content, User Content, Personal Data, Data Controller & Data Processor, Subprocessor, Data Privacy & Security Laws, Subscription Term, Update, Support Services, Territory, Professional Services & Statement of Work (SOW), and Service Credits.

3. Account Registration & Access

1. Authorized Users. Client shall designate individual employees or contractors as authorized users of the Platform (“Authorized Users”). Each must use unique login credentials; sharing credentials is prohibited. Client is responsible for all activities under its accounts.
2. Accuracy of Information. Client represents that all information provided during registration, in an Order Form or otherwise through the Platform is accurate, complete and lawful. The Provider may request evidence of authority from any individual claiming to act on behalf of Client.
3. Access Controls. The Provider may implement user limits, usage caps or access controls as described in the Order Form. Exceeding such limits may result in additional charges or suspension until compliance is restored.
4. Credential Security. Client must maintain the confidentiality of all login credentials and promptly notify the Provider of any unauthorized use or suspected breach. The Provider is not responsible for losses arising from stolen or misused credentials.
5. Right to Suspend. The Provider may suspend, limit or terminate access to the Platform without liability if Client (a) violates this Agreement; (b) fails to pay fees when due; (c) engages in suspected fraudulent or illegal activity; or (d) causes security or privacy risks to other Clients.

4. Subscription & Fees

1. Subscription Term and Renewal. Subscriptions commence on the Effective Date and continue for the initial term specified in the Order Form. Subscriptions automatically renew for successive periods equal to the initial term (monthly or annual) unless Client provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
2. Pricing & Payment. Fees, billing cycles, usage limits and payment terms are set out in the Order Form. Unless otherwise stated, fees are exclusive of taxes, duties and levies. Client authorizes the Provider to invoice or charge the payment method on file according to the agreed cycle. Late payments may incur interest at the maximum rate permitted by applicable law.
3. Currency. Clients in Egypt will be invoiced in Egyptian Pounds (EGP) by Modeeri Egypt LLC; Clients outside Egypt may be invoiced in United States Dollars (USD) by Modeeri Inc. or another Modeeri entity. Where currency conversion is required, the exchange rate published by the Central Bank of Egypt on the date of invoicing shall apply.
4. Automatic Upgrades. If Client’s usage exceeds the limits of its Subscription tier (e.g., number of users, storage, transactions), the Provider may upgrade Client to the appropriate plan or charge overage fees. The Provider will notify the Client of the change and additional charges.
5. Taxes. Client is responsible for any applicable taxes, including sales, value-added, use or withholding taxes, imposed by governmental entities on the Subscription or Services, except taxes based on the Provider’s net income.

5. No Refunds

Payments made for Subscriptions, modules, add-ons or Services are non-refundable and irrevocable once processed, whether used or unused, except as required by law. Client’s failure to use the Platform or its early termination does not entitle Client to a refund or credit.

6. Client Responsibilities

1. Cooperation & Data Provision. Client shall provide timely access to its premises, personnel, systems, data and approvals reasonably required for onboarding, configuration and ongoing operation. Client acknowledges that delays in providing such cooperation may impact delivery timelines and may result in additional fees.
2. Compliance with Laws. Client will use the Platform in compliance with all applicable laws and regulations, including data protection, intellectual property, employment, tax and export control laws. Client is solely responsible for the legality of data uploaded to or processed through the Platform.
3. Restrictions. Client shall not (a) allow any third party to use the Platform; (b) sublicense, lease, distribute or resell the Platform; (c) copy, decompile, disassemble or reverse engineer the Platform; (d) modify or create derivative works based on the Platform; (e) remove proprietary notices or interfere with licensing mechanisms; or (f) upload unlawful, harmful or infringing content.
4. User Conduct. Client shall not use the Platform to (a) transmit malware or unsolicited communications; (b) store or transmit material that is illegal, offensive or violates the rights of third parties; (c) engage in fraudulent or harassing activities; or (d) interfere with or disrupt the integrity or performance of the Platform or other users’ data.

7. Late Delivery Clause (Client Delay)

If Client delays providing required data, approvals or access necessary for the Provider’s Services by more than seven (7) days, the Provider may (a) extend delivery timelines; (b) suspend Services until the delay is remedied; and/or (c) charge reasonable fees to cover costs resulting from the disruption. Such delays shall not constitute breach by the Provider and shall not entitle Client to refunds, penalties or compensation.

8. Intellectual Property

1. Provider IP. The Platform, Services, documentation, training materials and underlying technologies are protected by intellectual property laws and remain the sole property of the Provider and its licensors. No rights are granted to Client other than those expressly set forth herein.
2. License. During the Subscription term and subject to Client’s compliance with this Agreement, the Provider grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its internal business purposes. Client may not use the Platform for the benefit of any third party.
3. Client Data. Client retains ownership of all content, personal data and other information submitted to the Platform (“Client Data”). Client grants the Provider a worldwide, royalty-free licence to host, store, process and transmit Client Data solely to provide and improve the Platform. Client represents that it has all necessary rights to provide the Client Data and that processing in accordance with this Agreement will not violate any laws or third-party rights.

9. Confidentiality

1. Obligations. Each Party agrees to use the other Party’s Confidential Information solely to perform obligations under this Agreement and to protect such information from unauthorised use or disclosure with at least the same degree of care it uses to protect its own confidential information (but not less than reasonable care).
2. Permitted Disclosure. Confidential Information may be disclosed to employees, contractors and advisors who have a legitimate need to know and are bound by confidentiality obligations. Confidential Information may also be disclosed if required by law, regulation or court order, provided the receiving Party gives prompt notice (if legally permitted) to allow the disclosing Party to seek protective measures.
3. Survival. Confidentiality obligations survive termination of this Agreement for five (5) years, except with respect to trade secrets, which remain protected indefinitely until they enter the public domain.

10. Privacy Policy

Data protection and privacy matters are governed by the separate Modeeri Privacy Policy, which forms part of these Terms by reference. The Privacy Policy describes how the Provider collects, uses, processes, stores, retains and protects personal data; the roles of controller and processor; data subject rights; use of subprocessors; security measures; data retention and deletion; international transfers; breach notification; and data ownership & portability. Clients are responsible for reviewing the Privacy Policy to understand their rights and obligations with respect to personal data.

11. Indemnification

1. Indemnification by Client. Client will indemnify and hold harmless the Provider and its affiliates, directors, officers, employees and agents from and against any claims, damages, liabilities, fines and expenses (including reasonable attorneys’ fees) arising from (a) Client’s breach of this Agreement; (b) Client’s violation of any law or third-party right; or (c) Client Data, including any allegation that processing of Client Data infringes or misappropriates a third party’s rights.
2. Indemnification by Provider. The Provider will indemnify and hold harmless Client and its affiliates, directors, officers, employees and agents from and against any claims, damages, liabilities, fines and expenses arising from (a) the Provider’s breach of its confidentiality or data protection obligations; or (b) allegations that the Platform infringes a third party’s intellectual property rights. The Provider’s obligations do not apply to claims arising from modifications or combinations not authorised by the Provider or from Client’s misuse of the Platform.
3. Procedure. The indemnified Party will promptly notify the indemnifying Party of any claim, permit the indemnifying Party to control the defence and settlement (provided the settlement does not impose non-monetary obligations on the indemnified Party without consent), and provide reasonable cooperation. These indemnification obligations are the sole remedies for the applicable claims and survive termination.

12. Warranties & Disclaimers

1. Mutual Warranties. Each Party warrants that it has the legal authority to enter into this Agreement and perform its obligations. Client warrants that it has obtained all necessary consents and rights to provide Client Data for processing.
2. Performance Warranty. The Provider warrants that the Platform will perform materially in accordance with the documentation and that Services will be provided in a professional manner. Client’s exclusive remedy for breach of this warranty is for the Provider to use commercially reasonable efforts to correct non-conforming services or, if the Provider fails to do so within a reasonable time, for Client to terminate the affected Subscription and receive a pro-rated refund of pre-paid fees for the unused portion of the subscription.
3. Disclaimer. Except as expressly stated herein, the Platform and Services are provided “as is” without warranties of any kind, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, or non-infringement. The Provider does not guarantee uninterrupted or error-free operation.

13. Limitation of Liability

1. Exclusion of Damages. To the maximum extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, special, punitive or consequential damages, including loss of profits, revenue, data or business opportunities, even if advised of the possibility of such damages.
2. Aggregate Liability. The Provider’s total liability for any claims arising out of or relating to this Agreement shall not exceed the total subscription fees paid by Client during the three (3) months preceding the event giving rise to the claim.
3. Allocation of Risk. The fees and warranties herein reflect the allocation of risk between the Parties. Client acknowledges that the Provider would not enter this Agreement without these limitations of liability.

14. Service Level Agreement (SLA)

1. Uptime Commitment. The Provider will use commercially reasonable efforts to maintain an average monthly uptime of at least 99%, excluding scheduled maintenance, emergency maintenance and events of force majeure. Scheduled maintenance will be communicated in advance and, where possible, performed outside Cairo business hours.
2. Service Credits. A service credit is a form of compensation provided by the Provider to the Client when agreed service levels are not met. Service credits typically take the form of discounts on future services or additional free services and serve as a remedy for service interruptions or failures. If monthly uptime falls below 99% in any given month, Client may request a service credit equal to a percentage of the monthly Subscription fee (as specified in the Order Form). Service credits are Client’s sole remedy for unplanned downtime and are non-transferable, not refundable and not convertible to cash. The total value of service credits in any contract year will not exceed a cap specified in the Order Form. Service credits shall not apply where downtime results from (a) a force majeure event; (b) Client’s misuse or improper configuration; (c) scheduled or emergency maintenance; or (d) third-party services outside the Provider’s control.
3. Support Response Times. The Provider will respond to support requests as follows:
   • Urgent issues affecting system access: within six (6) hours.
   • General technical issues: within twenty-four (24) hours.
   • Feature requests or improvements: acknowledged within three (3) business days.
     Support is available during Cairo business hours (Sunday–Thursday, 9:00 AM–6:00 PM GMT+2), excluding public holidays.
4. Escalation. Client will designate a primary contact for support issues. If an issue remains unresolved after reasonable efforts, the matter may be escalated to senior management of both Parties.

15. Support & Maintenance

The Provider will provide updates, bug fixes and general maintenance as part of the Subscription. Major upgrades or new modules may require additional fees. The Provider may modify the Platform from time to time to improve functionality or security, provided such changes do not materially reduce overall functionality.

16. Acceptable Use & Prohibited Activities

In addition to other restrictions in this Agreement, Client agrees not to use the Platform to:

1. Violate laws or regulations, including those relating to data protection, employment, intellectual property, consumer protection and export control.
2. Infringe, misappropriate or violate the rights of the Provider or any third party.
3. Transmit malware, spyware or any malicious code.
4. Send unsolicited or unauthorized advertising, promotional materials or spam.
5. Exploit the Platform to develop competitive services.
6. Attempt to gain unauthorized access to any portion of the Platform or other systems or networks.

17. Backup, Disaster Recovery & Force Majeure

1. Backup & Disaster Recovery. The Provider maintains backup and disaster recovery procedures designed to protect Client Data against accidental loss or destruction and to enable service restoration within defined recovery time and recovery point objectives. The Provider is not liable for loss of data not due to its gross negligence or wilful misconduct.
2. Force Majeure. A force majeure event is an unforeseeable, external event beyond the reasonable control of a Party that makes performance impossible. Such events may include acts of God (e.g., earthquakes, floods), natural disasters, war, terrorism, civil unrest, strikes, pandemics, epidemics, governmental actions, labour disputes, failure of third-party telecommunications or hosting providers, or any other circumstance deemed force majeure under applicable law. Neither Party shall be liable for delay or failure to perform obligations (other than payment obligations) due to a force majeure event. To invoke force majeure, the affected Party must promptly notify the other Party in writing, describing the event and its anticipated impact, and must use commercially reasonable efforts to mitigate the effects. Obligations suspended due to force majeure shall resume as soon as practicable after the event ceases. If a force majeure event continues for more than sixty (60) days, either Party may terminate the affected Services upon written notice without liability.

18. Marketing Rights

1. Publicity. Unless Client opts out in writing, Client authorises the Provider to use Client’s name and logo for reasonable promotional purposes, including on the Provider’s website, social media, customer lists, presentations and case studies. The Provider shall not disclose Confidential Information without Client’s consent.
2. Revocation. Client may withdraw this authorisation at any time by providing written notice. Within a reasonable timeframe after such notice, the Provider will cease future promotional use.

19. Termination & Suspension

1. Termination for Cause. Either Party may terminate this Agreement or an individual Order Form if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice. Non-payment of fees constitutes a material breach.
2. Suspension. The Provider may immediately suspend access to the Platform if Client fails to pay undisputed fees when due, engages in illegal or abusive activities, or violates security or privacy obligations. Suspensions will remain in effect until the breach is cured.
3. Effect of Termination. Upon termination: (a) all outstanding fees become immediately due and payable; (b) Client’s right to access the Platform ceases; (c) Client must cease use of the Platform and destroy or return any Provider Confidential Information; and (d) Client may request a copy of its data within thirty (30) days. Termination does not entitle Client to refunds.
4. Survival. Sections relating to definitions, intellectual property, confidentiality, indemnification, limitation of liability, governing law, dispute resolution and miscellaneous provisions survive termination.

20. Governing Law & Dispute Resolution

1. Egyptian Clients. For Clients located in Egypt or the Middle East & North Africa (MENA) region, this Agreement is governed by and construed under the laws of the Arab Republic of Egypt. Any disputes shall be resolved exclusively in the Economic Court of Cairo. The Parties consent to the personal jurisdiction of such courts.
2. U.S. Clients. For Clients located in the United States, this Agreement is governed by the laws of the State of Delaware, excluding its conflict of law rules. The Parties consent to the exclusive jurisdiction of state and federal courts located in Delaware.
3. Multi-Region Clients. If Client operates in multiple regions, the Provider may designate the applicable governing law and jurisdiction on the Order Form.
4. Reason for Governing Law Clause. A governing law clause ensures predictability for parties operating internationally and helps avoid the application of foreign laws that may be unfavourable. The chosen jurisdiction must have a reasonable connection to the parties or transaction.
5. Informal Dispute Resolution. Before initiating formal proceedings, the Parties agree to attempt to resolve any dispute through good faith negotiations. If unresolved within thirty (30) days, either Party may pursue the remedies set forth above.

21. Electronic Signature & Digital Acceptance

1. Validity in Egypt. Under Egypt’s Law No. 15 of 2004 on Electronic Signature, electronic signatures are equivalent to handwritten signatures if they comply with the law’s requirements and are issued by a licensed certification service provider regulated by the Information Technology Industry Development Agency (ITIDA). Article 14 ensures that electronic contracts cannot be denied enforceability solely because they are concluded electronically.
2. Validity in the United States. In the U.S., the Electronic Signatures in Global and National Commerce Act (ESIGN Act) and the Uniform Electronic Transactions Act (UETA) provide that electronic signatures and records are legally binding if the parties intend to sign, consent to electronic transactions, and retain accessible records. The ESIGN Act requires clear consumer disclosures and the ability to withdraw consent.
3. Acceptance Mechanisms. Acceptance may occur through account creation, clicking an “I agree” button, electronic signature, email confirmation or any other method demonstrating the parties’ intent to be bound. By using the Platform, Client acknowledges that electronic signatures are enforceable and waives any right to contest the validity of electronic records on the basis of being electronic.

22. Miscellaneous

1. Entire Agreement. This Agreement, together with the Privacy Policy, Order Forms and any service-specific terms, constitutes the entire agreement between the Parties and supersedes all prior understandings, proposals and representations, whether written or oral. Any conflicting or additional terms on purchase orders are rejected.
2. Amendment. The Provider may modify this Agreement by posting an updated version or providing notice to Clients. Material changes will take effect upon the start of the next Subscription renewal term unless Client expressly agrees to earlier applicability. No amendment shall be binding unless made in writing and accepted by both Parties.
3. Assignment. Client may not assign or transfer this Agreement or any rights or obligations hereunder without the Provider’s prior written consent. The Provider may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all its assets without Client’s consent.
4. Severability. If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force.
5. Waiver. Failure by either Party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.
6. Notices. Notices under this Agreement must be delivered by hand, overnight courier, certified mail, or email (receipt confirmed) to the addresses specified in the Order Form. Notices are deemed received upon confirmed delivery.
7. Export Compliance. Client represents that it is not named on any U.S. or EU government denied-party list and that it will not use the Platform in countries subject to embargo or for prohibited end uses. Client shall comply with applicable export laws and regulations.
8. Anti-Corruption. Each Party represents that it has not received or been offered any illegal or improper bribe, kickback or other inducement in connection with this Agreement. Client will promptly report any violation or suspected violation of this provision to the Provider.
9. Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency or fiduciary relationship between the Parties.
10. No Third-Party Beneficiaries. Except as expressly provided herein, no person or entity other than the Parties has any right to enforce or benefit from this Agreement.

23. Contact Information

For legal, billing or support inquiries, please contact:

Modeeri Support Team
Email: info@modeeri.com