Effective for each Customer on its recorded acceptance date.
1 About these Terms
1.1 Parties. These Terms of Service ("Terms") are an agreement between ModuleSix, LLC ("ModuleSix," "we," "us") and the business that creates an account for the ModuleSix dashboard ("Customer," "you," "your business").
1.2 Authority and acceptance. The person accepting these Terms confirms that they are at least 18 and have authority to bind Customer. These Terms take effect for Customer when that person affirmatively accepts them through the acceptance process presented during account creation or provided to existing pilot customers. The version number and issue date identify the text accepted; the issue date alone does not make that version binding on Customer. ModuleSix will retain an acceptance record identifying Customer’s business name, the accepting owner or other authorized representative and account email, the acceptance date and time with its time zone, the version number and issue date, and a copy of the Terms accepted. ModuleSix will provide Customer with confirmation of the accepted version and Customer’s effective date by email or through the account. Creating an account or accepting an earlier version does not by itself constitute acceptance of a later revision.
1.3 Related documents. The Privacy Policy explains the collection and use of information, and the pilot tester consent addresses pilot participation. Their contractual status and priority are governed by section 16.1.
2 What ModuleSix is
2.1 Purpose. ModuleSix is a web application that helps small and medium businesses measure and improve six connected areas: Marketing, Prospecting, Sales, Finance, Implementation and Customer Retention. You enter figures through a guided interview. ModuleSix’s code calculates and scores key performance indicators (KPIs), and the dashboard can suggest options to consider.
2.2 Pilot scope. ModuleSix is an invited pilot. Only the Marketing area is currently built. Other areas, features and integrations are planned, with no promised delivery date. Changes and discontinuation are subject to sections 9 and 13.
2.3 Scores and AI wording. ModuleSix’s code, rather than its AI assistant, calculates and grades scores from the figures you provide against stated scales. Each scale is labelled as an industry or general benchmark from a named source, a ModuleSix standard, or your own trend. The AI assistant asks questions and drafts explanations and action-plan options; its wording may misstate or misinterpret a score. Customer must validate it as described in section 5.
2.4 Future access features. External AI connectors, separate staff accounts and area logins require later review and are not promised by these Terms.
3 Who may use ModuleSix
3.1 Invitation. Pilot accounts are available only to businesses invited by ModuleSix, including invited owners and coaches acting with the relevant business’s authority. We may decline an invitation or end participation subject to sections 9 and 13. An invitation does not authorize access to another business’s account or data.
3.2 United States only. ModuleSix is offered only to businesses located in the United States. Do not use it for a business outside the United States.
3.3 Company account and authorized users. Each business has one company login during the pilot. Customer must designate an account administrator authorized to manage the account and receive notices. An "Authorized User" is the designated account holder or a member of Customer’s staff or a coach whom Customer authorizes to act for it and ModuleSix approves in writing, including by email. Only Authorized Users may use the company login, within the scope of that approval. Customer must identify additional users to ModuleSix before giving them access and promptly notify ModuleSix when authorization ends. Customer must revoke access when authority ends, including by changing shared credentials when necessary. ModuleSix may withdraw an individual’s access for reasons permitted under sections 7 and 13. Separate staff and area logins are future features; approval under this section does not create separate accounts or access to another company’s data.
3.4 Account security. Customer must provide accurate account details, keep credentials confidential within the approved access model, use reasonable care to secure access, remove access when authority ends, and promptly report suspected misuse to the contact in section 16.3. Customer is responsible for Authorized Users’ compliance and activity it authorizes, and for unauthorized use to the extent caused by its or their breach of these Terms. Customer is not automatically responsible for activity caused by ModuleSix’s own security failure.
3.5 Business use. ModuleSix is for business use, not personal or household use, and is not directed to anyone under 18.
4 Fees
4.1 Free pilot. There is no charge while the pilot runs, and no fees until all six areas are live. Availability of all six areas alone does not authorize charging Customer.
4.2 Transition to paid service. Before charging anything, ModuleSix will provide written pricing, the proposed start date and the terms of the paid plan at least 30 days in advance. Paid service requires Customer’s separate affirmative agreement. Continued use of the free pilot, silence or an account remaining open never commits Customer to pay.
4.3 If Customer does not opt in. Customer may decline the paid plan and request export and account closure under section 13. ModuleSix may end free access only with the applicable notice and data-recovery process in sections 9 and 13. Before paid service begins, the parties must separately agree to the applicable pricing, billing, renewal, cancellation, refund and tax terms.
5 Not professional advice
5.1 Informational use. Scores, insights, action plans and AI-generated wording are information, not professional, financial, accounting, tax, legal or investment advice. They do not create an adviser or consultant relationship. Consult a qualified professional before making a significant decision.
5.2 Action-plan disclaimer. The following disclaimer will be displayed wherever an action plan appears: "These suggestions come from the numbers you entered and ModuleSix’s scoring, based on information you provided. They are options to consider, not professional, financial or legal advice. You decide what’s right for your business."
5.3 Validate inputs and outputs. Customer is responsible for the accuracy, completeness and lawful use of its inputs and for its business decisions. AI output may be inaccurate, incomplete, outdated or inconsistent with the code-calculated scores. Before acting, Customer must review the underlying figures, calculations, benchmark sources and proposed actions, assess suitability for its circumstances, and obtain professional review where appropriate. Do not rely solely on AI output for significant decisions. This allocation does not excuse ModuleSix from its express contractual obligations.
5.4 Benchmarks. ModuleSix identifies outside benchmark sources when shown. Benchmarks are general reference points and may not fit your business.
6 Your data
6.1 Ownership. Customer retains ownership of the figures, answers, goals and other content it submits ("Your Data"). ModuleSix receives only the rights stated in these Terms.
6.2 Limited processing permission. Customer permits ModuleSix to store, process, transmit and display Your Data only as reasonably necessary to provide the service to Customer: conduct interviews, calculate and display scores, generate and save action plans, secure and troubleshoot the service, and provide support. Access is limited to personnel and service providers with a need to know and appropriate confidentiality obligations. ModuleSix remains responsible for its service providers’ processing on its behalf under these Terms. This permission lasts only while needed to provide the service or complete authorized export, deletion or legally permitted retention under sections 6.10 and 13; it does not grant a perpetual license to Your Data in identifiable form.
6.3 Aggregated benchmarking. Customer permits ModuleSix to use genuinely de-identified, aggregated data to improve ModuleSix and develop cross-company reference figures. ModuleSix will remove direct identifiers, combine information across businesses, and suppress or generalize small cohorts and distinctive figures where needed to prevent reasonable identification of a business or individual, including through combination with other reasonably available information. ModuleSix will maintain the resulting data in de-identified form and will not attempt to re-identify it. Access to underlying source data is limited by section 6.2. ModuleSix may disclose only qualifying aggregated results and may provide access to de-identified working data only to personnel and service providers who need it for these purposes. Any recipient must be bound by confidentiality, purpose limitations and prohibitions on re-identification and identifying disclosure. ModuleSix may retain and use qualifying aggregates created before deletion of the source data after Customer’s account closes, provided the aggregates continue to meet these requirements. This permission does not authorize disclosure of Customer’s identifiable figures, sale or advertising use, AI-model training contrary to section 6.5, or delay of required source-data deletion.
6.4 No sale or advertising use. ModuleSix will not sell Your Data or use it for advertising. The processing permission in section 6.2 does not authorize unrelated exploitation of Your Data.
6.5 AI-provider processing and restrictions. Interview text and any other data needed for the requested AI functions may be sent to the AI provider to generate replies and action-plan wording. ModuleSix will limit those disclosures to data reasonably needed for those functions and use providers subject to confidentiality, security and purpose limitations. ModuleSix will not use, or authorize providers to use, Your Data or identifiable customer inputs or outputs to train or fine-tune general-purpose or shared AI models, or for unrelated product development, without Customer’s separate express opt-in. Any provider access or retention required by law or for limited safety and abuse prevention must be identified in the Privacy Policy and reviewed for compliance with these Terms. Such processing does not authorize model training or unrelated use. ModuleSix will not submit customer content through optional provider feedback or data-sharing programs without the required separate authorization. The Privacy Policy must identify the actual AI provider, the categories transmitted, and material retention, access and safety-processing exceptions.
6.6 Customer permissions and restricted data. Customer confirms it has the rights and lawful basis needed to submit Your Data and authorize the processing described here. Do not submit passwords, payment-card numbers, other people’s sensitive personal information, or information you are not permitted to share.
6.7 Mutual confidentiality. "Confidential Information" means nonpublic information disclosed by either party that is marked confidential or reasonably should be understood as confidential given its nature and the circumstances. It includes Your Data and nonpublic financial, operational, technical and business information of either party. Each receiving party will use it only to perform or exercise rights under these Terms, protect it with reasonable care, and disclose it only to personnel, advisers and service providers who need to know and are bound by confidentiality obligations. The receiving party is responsible for their compliance. Confidentiality does not restrict information the receiving party can demonstrate was lawfully known without restriction, becomes public without breach, is received lawfully from another source without a duty of confidence, or is independently developed without using the disclosing party’s information.
6.8 Required disclosure and duration. A receiving party may disclose Confidential Information as legally required, giving prompt advance notice where legally permitted and reasonable cooperation to seek protection, and limiting disclosure to what is required. Confidentiality duties continue after termination for one year, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law and Your Data remains subject to the confidentiality, limited-use and security obligations for as long as either party or its service providers retain it. Return and deletion are subject to section 6.10 and legally required retention.
6.9 Security and incident notification. ModuleSix will maintain reasonable administrative, technical and organizational safeguards appropriate to the nature of Your Data and the pilot’s risks, including appropriate access controls and secure handling of data in transmission and storage. No system is completely secure. If ModuleSix becomes aware of confirmed unauthorized access to, acquisition of, or disclosure, loss or alteration of Your Data in its custody or its providers’ custody (a "Security Incident"), it will notify Customer without undue delay and within any shorter period required by applicable law. ModuleSix will reasonably investigate, contain and remediate the incident and provide available information about its nature, affected data, likely effects and mitigation, with updates as material information becomes available. An unsuccessful attempt without compromise of Your Data is not a Security Incident for this notice obligation. Investigation or confirmation must not delay notice that applicable law requires earlier. ModuleSix will provide notices to individuals or regulators for which it is legally responsible and reasonably cooperate with Customer regarding notices for which Customer is legally responsible. Customer notice will use the contact information maintained under section 16.3.
6.10 Export, deletion and retention. Customer may request export, account closure or deletion through section 16.3. ModuleSix will verify the requester’s authority promptly. A request only to close an account follows the export process in section 13; an express deletion request follows the shorter deletion route in this section. ModuleSix will explain that deletion may end access and offer the applicable export opportunity before deleting data, unless Customer expressly requests immediate deletion or law requires otherwise. Unless Customer expressly elects export before deletion, ModuleSix will delete Your Data from active systems within 7 business days after receipt of the deletion request, subject to prompt authority verification and any legally permitted retention described below. If Customer elects export first, ModuleSix will record that instruction and apply section 13.4; the export and retrieval periods do not automatically extend an express immediate-deletion request. Applicable statutory response and deletion deadlines still control.
Backups may retain residual copies until overwritten or expired within 14 business days after the corresponding active-system deletion. Such copies remain protected, are not used for ordinary business purposes, and, if restored for recovery, will have applicable deletion requests reapplied. Records required by law or reasonably necessary for security or legal claims may be retained only for the necessary period and purpose, with restricted access and continuing confidentiality. Providers’ retention and deletion obligations, including documented legal or safety exceptions, must be addressed in the Privacy Policy and applicable agreements. ModuleSix will pass applicable deletion instructions to providers and address any provider-specific lawful retention exceptions in the Privacy Policy.
7 Acceptable use
7.1 Restrictions. Customer and Authorized Users must not use ModuleSix unlawfully or submit data they have no right to use; access another business’s data; probe or test security without written permission; evade service limits, including interview limits; upload malicious code; overload or disrupt the service; or use automated tools to scrape it or send large volumes of requests without permission. They must not copy, resell or rent the service, use it to build a competing product, reverse-engineer it except where applicable law permits despite this restriction, or try to make the AI assistant generate harmful content or content unrelated to the permitted business use.
7.2 Suspension. We may suspend access when we reasonably believe misuse or a security risk threatens the service, Your Data or others. We will limit suspension to what is reasonably necessary and notify Customer of the reason and available remedial steps unless law or security needs prevent disclosure. Where feasible, we will allow a reasonable opportunity to cure before suspension; urgent risks may require immediate action. We will review a suspension and restore access when the grounds are resolved. Data recovery remains subject to sections 6 and 13 and any necessary security restrictions.
8 Our property
8.1 Service rights. As between the parties, ModuleSix owns its software, scoring methods, KPI definitions, scales, prompts, design and original content, and the ModuleSix name, logo and tagline, subject to Customer’s ownership of Your Data and third-party rights. Customer has a limited right to access and use the service for its internal business purposes during permitted access under these Terms.
8.2 Customer results. Customer may retain and use its exported figures, scores and action plans for its internal business purposes, including sharing them with its professional advisers under appropriate confidentiality obligations, subject to third-party rights and section 5. These rights do not transfer ownership of the underlying service or include ModuleSix’s underlying prompts, code or other customers’ information. AI output may not be unique or eligible for intellectual-property protection. Customer retains the permitted rights to its exported results after termination.
8.3 Feedback. Customer may voluntarily provide ideas or feedback, which ModuleSix may use without compensation. This permission does not permit disclosure of Customer’s Confidential Information, use of Your Data beyond section 6, or transmission of customer content to provider feedback programs contrary to section 6.5.
9 Pilot service availability and changes
9.1 Pilot limitations. ModuleSix is under active development and may contain errors or be unavailable at times. ModuleSix will try to give advance notice of planned downtime but makes no uptime or service-level commitment during the pilot. These limitations do not reduce the express data protection, confidentiality or notification obligations in section 6.
9.2 Service changes. We may add, modify or remove pilot features, with no promise of a particular roadmap date. Where reasonably practicable, we will give advance written notice of a material reduction affecting Customer’s use. Discontinuing the pilot or terminating access follows section 13; paid conversion follows section 4. Urgent security or legal changes may take effect immediately, with notice as soon as reasonably practicable.
9.3 Outside services. Hosting, database and AI providers may experience outages beyond ModuleSix’s reasonable control. ModuleSix does not guarantee their continuous availability but remains responsible for its own express obligations under these Terms, including provider processing and incident response under section 6.
10 Disclaimer of warranties
10.1 To the fullest extent permitted by applicable law, the pilot service is provided "as is" and "as available." Except for express commitments in these Terms, ModuleSix disclaims warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, accuracy and non-infringement. ModuleSix does not warrant uninterrupted or error-free service or any improvement in business results.
10.2 These disclaimers do not negate the express obligations in these Terms or any rights or remedies that applicable law does not permit the parties to disclaim.
11 Limit of liability
11.1 Excluded damages. To the fullest extent permitted by applicable law, and subject to sections 11.3 and 11.4, neither party is liable for indirect, incidental, special, consequential or punitive damages, including lost profits, revenue and business opportunities. This exclusion does not eliminate otherwise recoverable direct costs of investigating an incident, legally required notification, data recovery or restoration, subject to the applicable cap and exceptions in this section.
11.2 General cap. Subject to sections 11.3 and 11.4, each party’s aggregate liability arising out of or relating to the service or these Terms, across all legal theories and related claims, is limited to the greater of the fees paid or payable for the service in the 12 months preceding the event giving rise to the claim and US $100. During the free pilot, the general cap is US $100.
11.3 Exceptions and enhanced cap. Neither the damages exclusion nor a liability cap applies to fraud, willful misconduct, gross negligence or liability that applicable law prohibits limiting. Subject to those uncapped exceptions, claims for breach of confidentiality or section 6 data-processing and security obligations, and indemnity obligations under section 12 based on alleged infringement of privacy rights, are subject to a separate aggregate cap of US $500. Reasonable direct investigation, notification, recovery and restoration costs remain recoverable within that cap where legally recoverable. The uncapped exceptions take precedence when a confidentiality, data-security or indemnity claim also involves that conduct. The enhanced cap is one aggregate cap for covered claims, not a separate cap for each incident or claimant.
11.4 Coordination of limits. The limits in this section apply to section 12 defense costs, covered settlements and indemnity payments, which count toward the applicable cap. Privacy-based indemnity is subject to the enhanced cap in section 11.3; other indemnity claims, including intellectual-property claims, are subject to the general cap in section 11.2 unless an uncapped exception in section 11.3 applies. Overlapping claims or legal theories do not create additional caps, and neither party may recover more than once for the same loss. A loss covered by both categories is counted only against the enhanced cap; separately recoverable losses in each category remain subject to their respective aggregate caps. Any future payment obligations will be governed by the separately accepted paid-service agreement under section 4.
12 Indemnity
12.1 Pilot indemnity. The limited customer indemnity in this section applies during the free pilot and is subject to the limits, exceptions and allocation of defense costs in section 11.
12.2 Narrow covered claims. Customer will defend ModuleSix against a third-party claim to the extent alleging that Your Data, as submitted and used by ModuleSix within Customer’s authorization and these Terms, infringes that third party’s intellectual-property or privacy rights, or arising from Customer’s intentional unlawful misuse of the service. Customer will cover damages and reasonable costs finally awarded against ModuleSix, or agreed in a settlement approved under section 12.3. This is not an indemnity for every breach of these Terms, ordinary use, inaccurate business figures or unsuccessful business decisions.
12.3 Exclusions and procedure. The obligation in section 12.2 does not apply to the extent a claim results from ModuleSix’s breach, negligence or misconduct, its use of Your Data beyond these Terms, or modifications or combinations not authorized by Customer. ModuleSix must promptly notify Customer of the claim, with delay relieving Customer only to the extent materially prejudiced; allow Customer control of the defense using reasonably acceptable counsel; and provide reasonable cooperation at Customer’s expense. ModuleSix may participate with its own counsel at its own expense. Customer may not settle with an admission, nonmonetary obligation or unreleased liability for ModuleSix without ModuleSix’s prior written consent, not unreasonably withheld.
13 Ending your use
13.1 Customer choice. Customer may stop using ModuleSix and request account closure at any time through section 16.3. Export and deletion follow this section and section 6.10. Stopping use alone does not communicate a deletion request.
13.2 ModuleSix termination. ModuleSix may end the pilot or Customer’s access on at least 14 calendar days’ advance written notice. For a remediable material breach, ModuleSix will give notice and 10 calendar days after receipt of that notice to cure before termination. Immediate suspension or termination may be appropriate for a serious section 7 violation or an urgent security or legal risk; ModuleSix will notify Customer as soon as reasonably practicable, subject to lawful security restrictions. For a remediable breach without an urgent legal or security risk, the cure opportunity applies before termination, including where section 7 is involved. Emergency action must be proportionate to the risk.
13.3 Export opportunity. Unless Customer requests immediate deletion or a legal or security restriction prevents it, ModuleSix will provide an opportunity to request a copy of Customer’s figures, interview responses and saved scores and action plans during the notice period and for 60 calendar days after access ends. The export covers data actually held; it does not require creation of historical scores or records that do not exist. A verified administrator may request export through section 16.3. ModuleSix will supply structured figures and records in CSV or JSON and narrative content in PDF, plain text or another commonly readable format, using a secure download or another secure electronic delivery method agreed with Customer. Delivery will occur within 14 calendar days after receipt of a verified export request. Verification must be prompt and must not be used to frustrate a timely request. An export may be prepared manually and does not require continued interactive service after termination.
13.4 Deletion after export. For ordinary account closure or termination without an express immediate-deletion request, ModuleSix will preserve the data needed for export throughout the 60-calendar-day request window. If Customer makes a timely export request, ModuleSix will retain the data until delivery and for 90 calendar days after delivery, then delete it from active systems within 7 business days. If no export is requested, ModuleSix will delete the data from active systems within 7 business days after the request window ends. The backup-expiry period in section 6.10 then applies. Customer may request earlier deletion at any time; an express deletion request under section 6.10 overrides these longer default periods unless Customer elects export first. Retained data remains protected and may be used only for the permitted export, security and lawful retention purposes. A legal or security restriction on access does not authorize indefinite retention; ModuleSix will explain available alternatives where permitted.
13.5 Survival. Sections 5, 6 (to the extent needed for continuing confidentiality, permitted retention, export, deletion and other accrued duties), 8, 10, 11, 12, 13.3 through 13.5, 15 and 16 survive as their purpose requires. Termination does not eliminate accrued rights or authorize new use of retained data.
14 Changes to these Terms
14.1 Notice and choice. ModuleSix will notify Customer by email or in the app of material changes at least 14 calendar days before they take effect, identify the effective date and provide the revised text. Material changes require Customer’s affirmative acceptance before they become binding on Customer. Notice, silence or continued use alone does not establish that acceptance. Customer may reject the changes by ending use and requesting export and closure under section 13. If Customer does not accept revised Terms, the previously accepted version continues to govern until access ends under section 13 or Customer accepts the revised version. Revised allocations will not apply retroactively to accrued claims or pre-existing disputes.
14.2 Special changes. Paid conversion always requires separate agreement under section 4. New training, benchmarking or other materially expanded data-use permissions are not granted retroactively through a general update; ModuleSix must obtain any separately required consent before the new use. Operational changes required urgently by law or security may take effect sooner only to the extent necessary, with prompt notice and explanation. Such urgent action does not by itself amend these Terms or authorize expanded data use without the required acceptance or consent.
15 Governing law and disputes
15.1 Governing law. The terms of service are governed by the laws of the state of Utah, excluding conflict-of-law rules. This choice does not waive protections or remedies that applicable law prohibits the parties from waiving.
15.2 Informal resolution. Before initiating formal proceedings, a party will send written notice describing the dispute and requested relief to the other party’s designated contact, and the parties will try in good faith to resolve it for 30 days after receipt. This does not prevent timely action to preserve a claim or seek urgent interim relief.
15.3 Court proceedings. Subject to mandatory law, the parties consent to exclusive jurisdiction and venue in Utah state courts of competent jurisdiction in Davis County, Utah, including the Second Judicial District Court where applicable, or, if federal subject-matter jurisdiction exists, the United States District Court for the District of Utah. Either party may bring an eligible individual claim in a small-claims court of competent jurisdiction. Agreement to this clause does not create federal subject-matter jurisdiction.
16 General
16.1 Entire agreement and priority. These Terms, the pilot tester consent provided to and accepted by Customer, and any separately executed data-processing agreement form the entire agreement about the pilot. ModuleSix will make the applicable documents and Privacy Policy available before acceptance and retain the versions accepted. A separately executed data-processing agreement controls a conflict concerning the processing of personal data. For other conflicts, these Terms control over the tester consent unless a separate written agreement signed by both parties expressly identifies and overrides the relevant provision. The Privacy Policy describes information practices and is not independently incorporated as a contract; it cannot expand the data-use permissions or reduce the confidentiality, security, export or deletion protections in these Terms. Nothing in this section limits obligations imposed by applicable privacy law. A later paid-service agreement applies only if Customer separately accepts it under section 4.
16.2 Severability, waiver and assignment. If a provision is unenforceable, the remaining provisions continue to the extent permitted by law. Failure to enforce a provision is not a waiver. Customer may not assign these Terms without ModuleSix’s consent. ModuleSix may assign them with a transfer of the relevant business if the successor assumes its obligations, including protection of Your Data. ModuleSix will notify Customer of an assignment affecting its account. An assignment does not expand permitted data use or reduce confidentiality, deletion or security protections; any legally required notice or consent for a transfer of personal information must still be provided.
16.3 Contacts and notices. Before Customer accepts these Terms, ModuleSix will provide a monitored contact email for support, privacy, export, deletion, security and legal notices with the pilot invitation and will make current contact information available in the dashboard. ModuleSix will notify Customer by email of any change to that contact. Customer must designate an administrator and keep a current notice email address on file. Requests and notices to ModuleSix must be sent to the designated contact email; formal dispute and termination notices to Customer must be sent to the administrator’s notice email. Routine service and material-change notices may also be delivered in the app as stated in these Terms. An email notice is deemed received on the next business day after sending unless the sender receives an automated delivery-failure notice, in which case the sender must use another available contact method and obtain confirmation of receipt. These notice methods do not replace legally required service of process.
16.4 Time periods. Unless expressly stated otherwise, days are calendar days. A business day is Monday through Friday, excluding United States federal holidays. A period measured after an event begins on the following day. These definitions do not extend a deadline imposed by applicable law.