Terms of Service
Effective Date: March 12, 2026
By accessing or using the Modanoa platform (the "Service"), including any associated websites, applications, APIs, and related services provided by Modanoa, LLC, a New Jersey limited liability company ("Modanoa," "we," "us," or "our"), you ("Customer," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree to these Terms, you may not access or use the Service.
1. Definitions
"Authorized Users" means the individuals (directors, teachers, administrators) whom Customer authorizes to access the Service under Customer's account. "Customer Data" means all data, content, and information submitted to the Service by or on behalf of Customer or its Authorized Users, including but not limited to student records, attendance data, performance data, parent contact information, and billing records. "End Users" means parents, guardians, or other individuals who receive communications or access information through the Service as a result of Customer's use. "Service" means the Modanoa cloud-based platform for managing learning center operations, including all features, updates, and related services. "SMS Notifications" means text messages sent to End Users via the Service using third-party messaging infrastructure (currently Twilio).
2. The Service
Modanoa provides a cloud-based software platform designed for private learning centers, including tutoring academies, test preparation centers, and after-school programs. The Service may include features for attendance tracking, student performance management, parent communication, billing tracking, and related operational tools. We reserve the right to modify, update, or discontinue any feature of the Service at any time, with reasonable notice where practicable.
3. Account Registration and Security
To use the Service, you must create an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify Modanoa immediately of any unauthorized use of your account or any other security breach. Modanoa will not be liable for any loss arising from unauthorized use of your account.
4. Permitted Use and Restrictions
Modanoa grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Service solely for your internal business operations as a learning center. You agree not to: (a) license, sublicense, sell, resell, transfer, assign, or distribute the Service; (b) modify, reverse engineer, decompile, or disassemble any aspect of the Service; (c) access the Service for building a competitive product; (d) use the Service in violation of any applicable law; (e) upload malicious code or harmful content; or (f) attempt unauthorized access to other accounts, systems, or networks connected to the Service.
5. SMS Notifications, Consent, and Compliance
The Service enables sending SMS Notifications to End Users regarding attendance, performance, billing, and other operational communications. Customer acknowledges that prior express written consent must be obtained from each End User before SMS Notifications are sent, and Customer is solely responsible for obtaining, documenting, and maintaining records of such consent in compliance with the TCPA, FCC regulations, and applicable state laws. Modanoa provides built-in consent collection tools, but Customer remains responsible for ensuring proper consent. End Users may opt out at any time by replying STOP. SMS Notifications shall be limited to transactional and operational messages; marketing messages require separate consent. Messages are delivered through Twilio, Inc., and Modanoa does not guarantee uninterrupted delivery. Customer shall indemnify Modanoa from any claims arising from failure to obtain proper consent, honor opt-out requests, or comply with SMS-related laws.
6. Customer Data
Customer retains all rights, title, and interest in Customer Data. Customer grants Modanoa a limited, non-exclusive license to use, process, store, and transmit Customer Data solely as necessary to provide and improve the Service. Modanoa may collect and use aggregated, anonymized data derived from Customer Data for product improvement, analytics, and benchmarking, provided such data does not identify any individual. Upon written request and subject to payment of outstanding fees, Modanoa will provide Customer Data in a commonly used electronic format within thirty (30) days.
7. Privacy and Data Protection
Customer Data will be handled in accordance with our Privacy Policy, which is incorporated by reference into these Terms. Customer is responsible for ensuring that its use of the Service, including collection and transmission of End User data, complies with all applicable privacy laws. Customer shall provide required notices and obtain required consents from End Users prior to submitting their data to the Service. The Service is not intended to store or process data subject to FERPA as administered by a public educational agency. Modanoa is designed for use by private learning centers operating independently.
8. Fees and Payment
Customer agrees to pay the fees specified in the applicable subscription plan. Fees are billed in advance on a monthly or annual basis and are due upon invoice. Modanoa may change pricing with at least thirty (30) days' notice. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer shall reimburse reasonable costs of collection including attorneys' fees. Fees are exclusive of taxes; Customer is responsible for all applicable taxes excluding taxes based on Modanoa's net income. SMS-related costs (per-message, phone number provisioning) will be invoiced separately or included in the subscription plan.
9. Term and Termination
These Terms are effective upon your first access to the Service and continue until terminated. Customer may terminate at any time by providing written notice and ceasing use; prepaid fees are non-refundable except as expressly provided. Modanoa may terminate or suspend access immediately if you breach these Terms, fail to pay fees, or if continued provision becomes commercially impracticable. Upon termination, Customer may request data export within thirty (30) days, after which Modanoa may delete Customer Data per its retention policies.
10. Intellectual Property
Modanoa and its licensors retain all rights, title, and interest in the Service, including all software, technology, designs, trademarks, and other intellectual property. Nothing in these Terms grants Customer any right to use Modanoa's trademarks, logos, or branding without prior written consent. Customer may provide feedback regarding the Service; Modanoa shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate such feedback without obligation.
11. Confidentiality
Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or reasonably should be understood to be confidential ("Confidential Information"). Confidential Information excludes information that is publicly available, independently developed, or rightfully received from a third party without restriction. Each party shall use the other's Confidential Information only as necessary to exercise rights or perform obligations under these Terms.
12. Warranties and Disclaimers
Modanoa warrants that the Service will perform materially in accordance with its documentation. If the Service fails to meet this warranty, Modanoa's sole obligation will be to use commercially reasonable efforts to correct the non-conformity. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." MODANOA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MODANOA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MODANOA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE. MODANOA'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. These limitations shall not apply to liability arising from gross negligence, willful misconduct, or Customer's indemnification obligations.
14. Indemnification
Customer shall indemnify, defend, and hold harmless Modanoa and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of: (a) Customer's use of the Service in violation of these Terms; (b) Customer's violation of applicable law; (c) Customer's failure to obtain required consents from End Users; or (d) any dispute between Customer and an End User.
15. Governing Law and Dispute Resolution
These Terms shall be governed by the laws of the State of New Jersey, without regard to conflict of laws principles. Any dispute shall first be submitted to good faith negotiation for thirty (30) days. If unresolved, either party may pursue binding arbitration under the American Arbitration Association rules, conducted in the State of New Jersey. Each party bears its own costs; the prevailing party may recover reasonable attorneys' fees.
16. Modifications to Terms
Modanoa reserves the right to modify these Terms at any time. We will provide at least thirty (30) days' notice of material changes by email or through the Service. Continued use after the effective date constitutes acceptance. If you do not agree, you must discontinue use of the Service.
17. General Provisions and Contact
These Terms, together with the Privacy Policy and any applicable order forms, constitute the entire agreement between the parties. If any provision is found unenforceable, the remaining provisions continue in effect. No failure or delay in exercising any right constitutes a waiver. Customer may not assign these Terms without Modanoa's prior written consent. Neither party is liable for failures due to circumstances beyond reasonable control. All notices shall be in writing and sent to the email addresses on file; notices to Modanoa shall be sent to sean@modanoa.com. The parties are independent contractors. Contact: Modanoa, LLC, sean@modanoa.com, 119 Madison Avenue, Englewood, NJ 07631.