Terms of Service
1. Agreement to terms
These Terms of Service ("Terms") govern your access to and use of ModaFlow (the "Platform"), operated by Moda Flow LLC, a Michigan limited liability company ("ModaFlow," "we," "us"). By creating an account or using the Platform, you agree to these Terms on behalf of yourself and the business you represent.
2. The service
ModaFlow is a multi-tenant software-as-a-service platform for apparel businesses. It is sold as plans: Clothing Studio, Bespoke, Clothing Brand – Outsourced Production, Clothing Brand – In-house Production and, when available, Clothing Brand with Retail. Each plan includes the features listed for it on our Pricing page, a number of user seats and an amount of storage. Additional seats, storage and, where applicable, retail outlets are available at the rates on the Pricing page. Features described as "coming soon" are not part of any plan until they are released. Current pricing is published on our Pricing page.
3. Accounts and eligibility
You must provide accurate registration information and are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You must be authorized to bind the business you're registering on behalf of. Your account admin is responsible for assigning roles and permissions, for deciding who receives a seat, and for ensuring each user's access is appropriate to their role. A seat is any person who can log in to the Platform, on the web or the mobile app.
4. Subscriptions, billing and cancellation
- Subscriptions are billed in advance, monthly or annually, for the plan you choose. Annual subscriptions are charged at ten times the monthly price for twelve months of service.
- Additional seats, storage and retail outlets are requested by your account admin, charged in advance for the remainder of the current billing period on a pro-rata basis, and then added to each later invoice. They take effect once paid.
- Retail hardware is charged once, per outlet, and is not refundable once delivered.
- Upgrades take effect immediately, with a pro-rata charge for the remainder of the current period. Downgrades take effect from the next billing period. You may not downgrade to a plan with fewer seats than your account is using.
- New accounts begin with a trial period, normally 7 days, set up after a demo. The first invoice is issued when the trial ends.
- Training, account setup and data import are professional services, charged at the rates published on our Pricing page or as quoted, unless included under a program described in section 5.
- US customers are charged applicable sales tax based on their billing address. Customers outside the United States are not charged tax by Moda Flow LLC.
- You may cancel at any time; cancellation takes effect at the end of the current billing period. No refunds are given for partial periods except where required by law.
- Failure to pay may result in suspension or termination of access, after notice.
5. Discounts
- One discount per account. An account may hold one discount at a time. Discounts cannot be combined.
- Annual billing. A discount is applied after the annual billing calculation.
- Duration. A discount applies to invoices issued for billing periods that begin within sixty (60) months of the date the discount is applied, unless stated otherwise when it is issued.
- Application. A discount applies from the next invoice issued after it is accepted on your account. It does not change invoices already issued or paid. It applies to subscription charges, seats and storage, and not to hardware or taxes.
- Codes. Discount codes must be used by any expiry date shown when issued. Codes are not transferable and have no cash value.
- Discount Grant. The grant is approved at Moda Flow LLC's discretion. It includes a 10% discount and onboarding and training at no charge.
- Withdrawal. Moda Flow LLC may withdraw a discount obtained through false information or misuse.
6. Your data
You retain ownership of all data you enter into the Platform ("Tenant Data"). You grant ModaFlow a limited license to host, process, and display Tenant Data solely to provide the service. Our handling of Tenant Data is further described in our Privacy Policy → and, where GDPR applies, is governed by the Data Processing Agreement described in our GDPR page →.
7. Acceptable use
You agree not to: use the Platform for unlawful purposes; attempt to breach multi-tenant data isolation or access another Tenant's data; reverse-engineer or resell the Platform without authorization; send unlawful or abusive content through the Platform's messaging features; or interfere with the security or availability of the service.
8. Messaging features
The Platform sends emails on your behalf to your suppliers, workers, riders and customers when you use features such as purchase requests, task assignments, delivery notifications and customer approvals. You are responsible for ensuring your use of these features, including messaging your own customers, complies with applicable messaging, marketing and privacy laws.
9. Intellectual property
The Platform, including its software, design, and branding, is owned by ModaFlow. These Terms do not transfer any ModaFlow intellectual property to you. You retain all rights to your own brand, designs, and Tenant Data.
10. Service availability
We aim to keep the Platform available and reliable but do not guarantee uninterrupted access. Planned maintenance will be communicated where practical.
11. Disclaimers and limitation of liability
The Platform is provided "as is" without warranties of any kind beyond those required by law. To the maximum extent permitted by law, ModaFlow's liability arising from these Terms or use of the Platform is limited to the amount you paid in the twelve months preceding the claim. Nothing in these Terms limits liability that cannot be limited under applicable law.
12. Termination
We may suspend or terminate access for material breach of these Terms, non-payment, or where required by law, with notice where practical. On termination, you may export your Tenant Data for a reasonable period as described in our GDPR page → before deletion.
13. Governing law
These Terms, and any dispute arising out of or relating to them or the Platform, are governed by the laws of the State of Michigan, USA, without regard to conflict-of-laws principles. You agree that any legal action or proceeding arising out of these Terms shall be brought exclusively in the state or federal courts located in Michigan, and you consent to the personal jurisdiction of those courts.
14. Changes to these Terms
We may update these Terms from time to time. Material changes will be communicated to Tenants in advance of taking effect. Continued use after changes take effect constitutes acceptance.
15. Contact
support@modaflow.net · Moda Flow LLC, 2769 Golfside Rd, Ypsilanti, Michigan 48197, USA