App Terms

This APPLICATION LICENSE AGREEMENT (the “Agreement”) shall set forth the terms and conditions pursuant to which Modern Logic, LLC, a Minnesota limited liability company (“ML”) may license certain ’plug-ins” (as further described below, the “Application(s)”).  Each legal entity and/or person that has agreed to license the Application shall be referred to as the “User”.

ML’s  ‘PageForge” plugin revolutionizes Word Press content creation by providing an AI-powered writing assistant that eliminates or reduces the need for a copywriter. Users can effortlessly enhance their content by instructing the ChatGPT AI to adopt specific tones and refine content based on user input, making customization a breeze. Additionally, PageForge offers quick, one-click actions to streamline and simplify the content editing process, saving valuable time and effort.

BY USING OR DOWNLOADING THE APPLICATION, USER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. USER SHOULD NOT USE THE APPLICATION IF THEY DON’T AGREE WITH THIS AGREEMENT. Use of the Application is also subject to the terms and conditions of the CHATGPT.

TERMS AND CONDITIONS

1. Term; Termination; Survival of Provisions.  The Application is licensed to the User pursuant to the terms and conditions of this Agreement.  Except as might be set forth in the order ML order form (the “Order”), the license term for the Application shall start when the User downloads or uses the Application (the “Term”). This Agreement may be terminated with or without cause by either party immediately and without further notice on thirty  (30) days written notice to the other party.  Upon any such termination, User will no longer have any right to access or use of the Application. The following sections of this Agreement shall continue in full force and effect upon termination of this Agreement: 5, 6 and 8.  
2. Licenses

2.1    Subject to the provisions of this Agreement, ML grants to the User a non-exclusive, non-transferable, revocable, limited license to download (if applicable), access and use the Application during the Term.   Any such use of the Application shall be solely in a manner consistent with this Agreement.   Use of the Application may be limited to the specific number of users set forth in the Order. Except for the license granted in this Section 2.1, the User acknowledges that it acquires no other rights to the Application and that all right, title and interest in and to the Application shall remain with ML and its licensors.  The User shall not decompile, copy, disassemble, modify, decrypt, translate, extract or otherwise reverse engineer (except as permitted by local law in the case of reverse engineering) the Application.  

2.2  User shall not (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Application; (b) modify or make derivative works based upon the Application; (c) create Internet “links” to the Application or “frame” or “mirror” the Application on any other server or wireless or Internet-based device; (d) interfere with or disrupt the integrity or performance of the Application or the data contained therein; or (e) attempt to gain unauthorized access to the Application or its related systems or networks. 

2.3  In order to use the Application, User must acquire and maintain, all at its own cost and expense, that computer or mobile hardware, software and related services further described in the Order (collectively the “Required Materials”).   User shall be solely responsible for the operation, use, support, maintenance and/or any warranty issues related to the Required Materials. 

2.4 The Applications are intended for use by Users of at least eighteen (18) years old. .

3. Use of Application and Support

3.1  ML shall provide User with a user ID and password to access and use the Application.  User is solely responsible for the security and use of each user ID and password.  User agrees that each user who obtains a user ID and password to use the Application pursuant to this Agreement shall: (a) keep their user ID and password secure and confidential; and (b) not share or transfer User ID and password with any other person or entity. If the security of the user ID and/or password is compromised, User shall promptly contact ML by email at support@modernloigc.io.   

3.2  ML does not own any data, information or material that User uses in using  the Application, that is collected as part of the Application or created using the Application (the “User Data”).  User, not ML, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Data, and ML shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Data. The User grants ML the royalty-free, world-wide, perpetual, non-exclusive, transferable license to use, reproduce, modify, edit, publish, distribute and display such User Data through the Application.  Upon termination of this Agreement or expiration of the Term ML shall have no obligation to maintain or forward any User Data. User represents and warrants to ML that User Data: (a) is original to User or that User has secured the rights to provide and use such User Data; (b) does not contain any content that is unlawful or invasive of another’s privacy or publicity rights; or (c) does not contain a virus or other harmful component.  Except as set forth in this Agreement, ML, if it has access to the User Data, shall not (i) disclose, provide or make available the User Data to a third party without User’s prior written approval; or (ii) make any other use of the User Data.  User acknowledges that ML may compile certain general information related to the use of the Application.  Notwithstanding the restrictions set forth in this Section 3, User agrees that ML is authorized to use, reproduce and make User Data available to third parties in the aggregate, provided that such User Data shall not include personally identifiable information or identify User as the source of such aggregated data. 

3.3  ML shall provide email-based support concerning use of the Application Monday through Friday (excluding federal holidays) from 9:00 AM to 5:00 PM (Central Standard Time; United States). 

3.4  In connection with User’s use of Application (including any portion of the Application that uses artificial intelligence), ML makes no representation or warranty about the content or images that may be generated or your ability to use and distribute such images or content. Content that is generated by artificial intelligence may not be protected by copyright. ML takes no responsibility and assumes no liability for any content that User generates, posts, sends, or otherwise makes available from using the Application. ML assumes no liability for copyright infringement. User shall be solely responsible for User content and the consequences of posting, publishing it, sharing it, or otherwise making it available, and User agrees that ML (and the Application) is only acting as a passive conduit for User’s creation of their content. User understands and agrees that User may be exposed to content that is not accurate, may be objectionable, inappropriate, or otherwise unsuited to User’s purpose, and User agrees that we shall not be liable for any damages you allege or might incur as a result of or relating to any content created using the Service. Unless otherwise set forth in the Order, ML shall have no obligation to store or save any User Data. Use of the Application shall also be subject to the ChatGPT OpenAI terms and conditions (https://openai.com/policies/terms-of-use).

4. Payment and Billing. The Applications shall be provided at  the fee or charge  set forth in the Order (the “Application Fee”).  In addition to the Application Fee, ML shall invoice Users for all applicable sales and use taxes.  ML shall invoice User for the Application Fee as set forth in the Order. User shall pay the Application Fee as set forth in the Order.  User shall pay the Application Fee by credit card, debit card or Pay Pal by submitting the required payment information on the Order (the “Payment Information”).  User hereby grants ML the right to use the Payment Information submitted by User (e.g., card/account number, expiration date and security code) to accept payment of the Application Fee until the Application license is terminated.  In addition to any other rights granted to ML herein, ML reserves the right to suspend or terminate this Agreement and the User access to or use of the Application if User fails to pay the Application Fee or ML is unable to use the Payment Information to accept payment of the Application Fee.  
5. Limitation of Liability.  IN NO EVENT SHALL (A) ML BE LIABLE TO THE USER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO THE LOSS OF PROFITS, INCOME, GOODWILL OR DATA, OR THE INABILITY TO UTILIZE THE APPLICATION; AND (B) ML’S AGGREGATE LIABILITY TO THE USER EXCEED THE APPLICATION FEES ACTUALLY PAID BY User TO ML IN THE three (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.   Some states do not allow the limitation of liability, so the foregoing limitation may not always apply. 
6. Indemnification. User shall indemnify and hold ML and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (a) a claim, which if true, would constitute a violation by the User of the representations and warranties set forth in Section 7.3 below; (b) User’s breach of Sections 2  or 3.2 above or (c) User’s use of the Application; provided that ML (i) gives the User prompt written notice of the claim; (ii) gives the User control of the defense and settlement of the claim (provided that the User may not settle or defend any claim unless the User unconditionally releases ML of all liability and such settlement does not affect ML); and (iii) provides the User all available information and reasonable assistance.

7.  Representations and Warranties

7.1  ML represents and warrants that: (a) it has the power and authority to enter into this Agreement and to perform all of its obligations; (b) the performance of such obligations will not conflict with or result in a breach of any agreement to which ML is a party or is otherwise bound; and (c) it is the owner or authorized licensee of the Application.  

7.2  ML warrants to the User that the Application shall operate in substantial accordance with the functional descriptions of the Application set forth in this Agreement.  If the Applications fail to so conform to such description of the Application, then ML shall, as the User’s sole remedy, make a commercially reasonable effort to correct the Application.  All warranty claims related to the Application must be made within thirty (30) days of the days of the date that the Application first failed to meet the above warranties. This warranty to User shall be null and void if the warranty breach is due to: (a) hardware, third party software (including open-source software) and/or network failures; (b) modification of the Applications by any party other than ML or (c) misuse, errors or negligence of User or its employees or agents in using the Applications.  

7.3  The User represents and warrants that: (a) it has the power and authority to enter into this Agreement and to perform all of its obligations; (b) the performance of such obligations will not conflict with or result in a breach of any agreement to which the User is a party or is otherwise bound; and (c) its performance under this Agreement and its use of the Application and the User Data, shall all comply with all applicable laws, rules, regulations and policies. 

7.4 OTHER THAN AS SET FORTH IN THIS SECTION 7, ML SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  ML DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE; (B) THE APPLICATION WILL MEET ALL OF THE USER’S REQUIREMENTS; OR (C) ALL ERRORS OR DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO USER.

8. Other Provisions

8.1  In the event that ML is unable to provide the Application because of any cause reasonably beyond its control, including, without limitation, acts of God, epidemic, pandemic, quarantine or civil unrest (each a “Force Majeure Event”), ML shall promptly give notice to the User and shall take all reasonable measures to resume performance.  Failure to provide the Application in the event of a Force Majeure Event shall not constitute a breach of this Agreement by XX.     

8.2  User may not assign this Agreement to any person or entity without the prior written permission of ML.   

8.3  This Agreement, along with each Order executed by User and ML, each of which is hereby incorporated by reference, constitutes the entire understanding of the parties and supersedes all prior discussions and agreements with respect to its subject matter.  This Agreement may be amended only by written notice of ML to User by email, by notice through the Application or notice posed to the ML website. 

8.4  If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.  The failure of ML to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ML in writing.

8.5  Either party may give notice by personal delivery or by nationally recognized expedited carrier (e.g., FedEx or DHL). Personal delivery shall be effective upon delivery; delivery by expedited carrier shall be deemed delivered forty-eight (48) hours after the notice is sent by such expedited carrier.  

8.6  Notwithstanding the provisions of this Section 3 above, ML shall have the right during the Term to list and name User as a user of the Application (including the limited right to use User’s corporate logo, subject to User’s written guidelines on such use.  

8.7  The Agreement shall be controlled by and interpreted under the laws of the state of Minnesota, excluding that state’s conflict of laws’ provisions.  The exclusive jurisdiction for any dispute regarding this Agreement shall be the state or federal courts in Hennepin County, Minnesota. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.  

8.8  WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE APPLICATION FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. USER AGREES THAT, BY ENTERING INTO THIS AGREEMENT, USER WAIVES THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.