Please carefully review this Terms of Service Agreement as it includes important information about your legal rights and remedies.

Overview

This Terms of Service Agreement (the “Agreement”), effective upon the date of either your first use of the Site or upon electronic acceptance of this Agreement, is between MoDuet, LLC (“MoDuet”) and you. It outlines the terms and conditions of using the Site and its Services, including any products or services purchased. Additional Services Agreements may apply alongside this Agreement.

References to “we”, “us”, or “our” pertain to MoDuet. References to “you”, “your”, “User”, or “customer” mean any individual or entity accepting this Agreement, accessing your account, or utilizing moduet.com (the “Site”) or Services. This Agreement does not confer any third-party rights or benefits.

In the event of a conflict between this Terms of Service Agreement and any executed Master Services Agreement (“MSA”) or Service Terms, the terms of the executed MSA shall control.

Scope of Services

MoDuet shall provide the digital marketing and web services selected from the following (“Services”), as further defined in any applicable Master Services Agreement (“MSA”) and corresponding Service Terms or exhibits:

• Search Engine Optimization (SEO): Maintenance of search index placements, content editing, and meta information, accompanied by reporting to refine and promote the website and brand.
• Search Engine Marketing (SEM): Management and implementation of Google Ads campaigns, with strategic direction focused on maximizing conversions.
• Local Reach: Expansion of local presence via Google, third-party business ratings, and market review sites.
• Website Design and Creation: Designing modern, responsive websites that align with your organization’s brand, with all implemented content optimized for SEO and submitted to Google for indexing.
• MoDuet Marketing Dashboard: An all-in-one marketing platform measuring online footprint with integrated website analytics, ads, search, and social to provide a marketing roadmap.
• MoDuet CRM: Tools to connect and grow your company’s reach, directly managed through your website.
• Shopify Development: Crafting and promoting eCommerce stores on Shopify using Shopify’s marketing tools.
• Branding: Comprehensive brand development including digital and print concepts, a branding guide, mission definition, and consistent use of fonts and colors.
• Email Marketing: Creation and promotion of email marketing campaigns, list growth strategies, and conversion rate optimization.
• Content Writing: Regular production of original or curated content reflecting the business, services, and industry.
• Website Content Maintenance: Daily, weekly, or monthly updates including new pages, posts, and content edits.
• Social Media Management: Creation and scheduling of content across various social media networks.
• Mobile App Development: Building cross-platform apps connecting users to your organization.
• Website Hosting: Providing secure hosting, site migration services, CDN, and optimization.
  • Hosting Plan Limits and Overage Charges: All hosting plans include a set amount of storage and bandwidth. Exceeding these limits will not suspend your site. Any usage beyond these limits will incur charges: $0.01 per MB of storage and $0.001 per MB of bandwidth. Clients can monitor usage via their hosting dashboard. Effective December 1, 2025.
• Domain Registration: Secure domain management and DNS services.

Scope of Services

Services may be provided on a project basis, fixed term, or ongoing basis as defined in the applicable Master Services Agreement (MSA). Either party may terminate Services in accordance with the termination provisions outlined in the applicable MSA. Unless otherwise stated in writing, termination requires at least thirty (30) days written notice. Client remains responsible for payment of all Services rendered prior to the effective date of termination.

Obligations

During the term of this Agreement, you are required to:

• Provide accurate and current information necessary for service delivery.
• Engage promptly with content, feedback, and approvals.
• Adhere to terms of service, including payment and usage policies.
• Ensure they have proper authorization for content and access to integrated third-party services.
• Maintain confidentiality of login credentials or access provided.
• Report service-related issues promptly for resolution.
• Acknowledge that unmet obligations can affect service quality.
• Legal and Regulatory Compliance

During the term of this Agreement, MoDuet shall adhere to:

• Any applicable data protection and privacy laws, like GDPR for European users.
• Ethical marketing practices with truthful communications.
• Copyright, trademark, and intellectual property law compliance.
• User data confidentiality in line with best practices and legal requirements.
• Restriction of activities that are abusive, illegal, or unauthorized.
• Procedures for addressing complaints, disputes, and legal actions.
• Limitation of liability and disclaimers as permitted by law.
• Conditions for service termination due to agreement violations or legal dictates.

Acknowledge that unmet obligations can affect service quality, timelines, and does not relieve Client of payment obligations under any applicable agreement.

Client Communications and Delays

Client agrees to provide timely responses, approvals, and necessary materials. Delays caused by clients may impact timelines and performance. MoDuet shall not be liable for delays or performance issues resulting from Client inaction or failure to provide required information.

Your Rights

During the term of this Agreement, you will be entitled to:

• Access and review personal data upon request.
• Modify or restrict their personal data according to law and operational needs.
• Transfer their data or have it directed to another controller, where feasible.
• Object to their personal data processing, especially for direct marketing.
• Withdraw consent for data processing, when consent is the processing basis.
• Refuse automated processing and profiling decisions with significant effects.
• Dispute Resolution

Privacy

You acknowledge that you have reviewed our Privacy Policy, which can be found at https://moduet.com/privacy-policy/, which also governs the Site and informs users of our data collection practices. By accepting the terms of this Agreement, you agree to bound by the terms of MoDuet’s Privacy Policy.

Electronic Communications

Visiting moduet.com or sending emails to MoDuet constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

Your Account

You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that MoDuet is not responsible for third party access to your account that results from theft or misappropriation of your account. MoDuet and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.

Children Under Thirteen

MoDuet does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use moduet.com only with permission of a parent or guardian.

Cancellation/Refund Policy

Cancellation and refunds are governed by the applicable Master Services Agreement (MSA) and its associated Refund Policy. All payments are non-refundable except as explicitly stated in the Refund Policy attached to or incorporated within the MSA.

Payments and Invoicing

Unless otherwise stated in an executed MSA: Invoices are issued monthly and are due within thirty (30) days of receipt. Late payments may incur a fee of 1.5% per month (or the maximum permitted by law). Client is responsible for all applicable taxes and third-party costs incurred in connection with Services.

Links to Third Party Sites/Third Party Services

moduet.com may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of MoDuet and MoDuet is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. MoDuet is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by MoDuet of the site or any association with its operators.

Certain Services made available via MoDuet are delivered by third party sites and organizations and MoDuet reserves the right to engage subcontractors to perform the Services in this Agreement. By using any product, Service or functionality originating from the moduet.com domain, you hereby acknowledge and consent that MoDuet may share such information and data with any third party with whom MoDuet has a contractual relationship to provide the requested product, Service or functionality on behalf of users and customers.

No Unlawful or Prohibited Use/Intellectual Property

Ownership and Licensing of Deliverables

Unless otherwise stated in an executed Master Services Agreement (MSA):

• Client is granted a non-exclusive, non-transferable license to use deliverables upon full payment
• MoDuet retains ownership of all underlying materials, tools, templates, and methodologies
• Deliverables are not considered “work for hire” unless explicitly agreed in writing

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of MoDuet or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. MoDuet content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of MoDuet and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of MoDuet or our licensors except as expressly authorized by these Terms.

Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or non-public information received during the course of Services. This obligation survives for a period of three (3) years following termination of Services.

International Users

The Service is controlled, operated and administered by MoDuet from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the MoDuet Content accessed through moduet.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

Each party agrees to indemnify, defend, and hold harmless the other from claims arising out of its own negligence, willful misconduct, or violation of applicable laws or third-party rights. MoDuet reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with MoDuet in asserting any available defenses.

Arbitration

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

Class Action Waiver

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and MoDuet agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. MODUET, LLC AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

MODUET, LLC AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. MODUET, LLC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MODUET, LLC AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF MODUET, LLC OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MODUET’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Termination/Access Restriction

MoDuet reserves the right, in its sole discretion, to terminate your access to the Site and the related Services or any portion thereof at any time, without notice. MoDuet will provide reasonable prior notice before suspending or restricting access to active client websites or critical services, except where required by law or to prevent immediate harm.

This Agreement and any applicable MSA shall be governed by the laws of the Commonwealth of Kentucky, with venue in Jefferson County, Kentucky. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and MoDuet as a result of this agreement or use of the Site.

MoDuet’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of MoDuet’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by MoDuet with respect to such use.

If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and MoDuet with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and MoDuet with respect to the Site. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Subcontractors

MoDuet reserves the right to engage subcontractors or third-party providers to perform Services.

Non-Solicitation

During the term of Services and for twelve (12) months thereafter, neither party shall knowingly solicit or hire employees or contractors of the other party without prior written consent.

Changes to Terms

MoDuet reserves the right, in its sole discretion, to change the terms of this Agreement under which Services are offered. The most current version of this Agreement will supersede all previous versions. MoDuet encourages you to periodically review the terms to stay informed of our updates.

Contact Us

MoDuet welcomes your questions or comments regarding the terms:

MoDuet, LLC
743 E Broadway 300
Louisville, Kentucky 40202-1711

Email Address:
support@moduet.com

Telephone number:
5025095778

Effective as of January 01, 2012