Mode: Terms of Use

1. Rights of use

Mode Software Inc. referred to as Mode hereby grants users a temporary, limited, non-exclusive, personal, non-transferable, non-sub-licensable and revocable right and license to access and use the Mode application, Mode web-based applications and mode.io (the Services) for the Permitted Purposes through your Mode account (the Account) on one or more of your personal or business devices and for no other purposes.

At all times, you must use the Services in compliance with applicable laws, these Terms of Use and our Privacy Policy, which is incorporated by reference herein: mode.io

Mode reserves all rights in and to the Services that are not expressly granted in these Terms of Use. Mode may terminate this license in its sole discretion at any time for any reason whatsoever.

2. Using services

You agree to use the Services solely for lawful purposes, in full compliance with applicable laws and in a manner not to harm Mode or negatively affects its activities (the Permitted Purposes).

By using the Services, you represent and warrant that (i) you are not a minor in the jurisdiction(s) in which you use the Services, (ii) you will abide by these Terms of Use at all times, and (iii) your use of the Services does not violate any applicable law.

3. Non-permitted use

Mode does not and cannot access the content of your communications or your access to the Services, due to the means by which the Services are offered and their nature.

However, because we do not condone illegal activities, we must expressly prohibit some uses of our Services. As such, you may not, and you agree not to, use the Services:

for any unlawful purpose, including soliciting or encouraging others to perform or participate in unlawful acts;
for any obscene or immoral purpose;
in any manner that infringes upon or violates any intellectual property rights;
to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
to submit false or misleading information;
to upload or transmit viruses or any other type of malicious code;
to collect or track the personal information of others;
to spam, phish, pharm, pretext, spider, crawl, or scrape;
to transmit any advertising or promotional material, including any “junk mail”, “chain letter” or any other solicitation;
to create or use a false identity, or impersonate any person or entity or otherwise misrepresent your affiliation with any person or entity;
to interfere with or circumvent the security features of the Services;
to disrupt or interfere with any other person's use or enjoyment of the Services, all affiliated or linked sites, or any services thereof; or
for any similar purposes (each a Non-Permitted Use). If Mode is aware or reasonably suspects that you used or are using the Services for any Non-Permitted Use, Mode reserves the right to suspend or terminate your Account or otherwise refuse to provide you access to the Services (or any part thereof), even if the order was placed and confirmed or the Non-Permitted Use has ceased. The right of Mode to suspend or terminate your Account is without prejudice to any other remedy that Mode may have or reasonable action that Mode may take.

4. Personal information

Because our mission is to provide secure and private digital communications, we do not require personal information such as your name, email address, or phone number to create a basic Account or access the Services. However, please carefully read our Privacy Policy, which provides for the rare circumstances where Mode may collect limited personal information about you in the course of providing its Services. By using the Services, you agree to be bound by the provisions of our Privacy Policy.

5. Your account

You will need to create an Account to access and use our Services, excluding the mode.io website. In setting up your Account, you will be assigned a randomly generated Mode Identification Number (Mode ID) to facilitate secure communications with other Mode users. You can then set your display name (which your contacts will be able to see).

You acknowledge that you are the sole authorized user of your Account and that you are not authorized to use the account, username or password of anyone else at any time. Furthermore, you are responsible for the confidentiality of your Account and any personal username and/or password required by you to access the Services. You cannot share your password, let anyone else access your Account and/or the Services or do anything that might jeopardize the security of your Account. As your Account is personal to you, you agree that you are fully responsible for all activities that occur when conducted under your Account. If you suspect that any unauthorized party may be using your Account, or you suspect any other breach of security, you must notify Mode immediately at contact@mode.io. We will not be liable for any damages or losses that you incur as a result of someone else using your Account, either with or without your knowledge.

You can cease to use the Services and terminate your Account at any time. For fee-based versions, if you cancel your Account prior to the conclusion of your current subscription period with respect to any fee-based feature, you will remain responsible for payment for all fees through the conclusion of your current subscription period. These Terms of Use will survive the voluntary termination of your Account. Please note that it may not be possible to reactivate your Mode ID after termination of your Account.

6. User content

You are responsible for all information, content or elements that you upload, submit, exchange or transfer using the Services, and you can only submit content that you are allowed to upload, exchange or transfer via the Services. If you make any content available, you represent that you have the right to do so. You acknowledge that Mode will not, under any circumstances, be liable in any way for any information, content or elements uploaded, submitted, exchanged or transferred by you or any other user of the Services.

7. User feedback

You may voluntarily provide Mode with any suggestions, ideas, comments, questions or other feedback (Feedback) relating to your use of the Services. If you do so, you agree that your Feedback is provided on a voluntarily basis, is not private or confidential, and may be used by Mode in connection with the Services or any other products or services offered by Mode. You hereby grant Mode a non-exclusive, transferable, sub-licensable, irrevocable, royalty-free, perpetual, worldwide license to store, use, copy, reproduce, modify, adapt, edit, translate, publish, perform and display any such Feedback without any payment or restriction, for any purpose whatsoever, although Mode is not required to use any of your Feedback.

8. Update and upgrade of the services

Mode may review, update, upgrade or modify the Services, including any features therein (collectively, the Updates), at any time, in its sole discretion, and without notice to you. Any Update will also be governed by and subject to these Terms of Use. Should any Update be accompanied by a separate license or subject to other terms of use, then such other license and terms of use will also govern the Services. You understand and agree that temporary interruptions of the Services may occur as normal events and that Moe assumes no responsibility for any delays or disruption of the Services.

For fee-based versions of Mode, access and use of the Services will be charged at rates applicable to the relevant Mode version. We may, at any time and at our sole discretion, change the subscription cost for the Services and/or add any fee-based features. We may, at our sole discretion, add, remove or change the Services or any features we offer or the fees (including the amount and type of fees) we charge at any time. If we introduce a new fee-based feature or charge a new fee, we will establish and notify you of the fees for that service at the launch of the service or start of charging a new fee. If we notify you of new fees or changes to fees for an existing service, then you agree to pay all fees and charges specified and all applicable taxes for your continued use of the applicable service.

9. Suspension and termination of services

Mode reserves the right to suspend or terminate at its sole discretion your Account or right to use the Services at any time, without notice to you, for any or no reason (including, without limitation, in the event that Mode becomes aware or believes that you have breached these Terms of Use or the Privacy Policy (each, a Prohibited Conduct). Any fees paid by you in advance with respect to any fee-based feature may not be reimbursed to you in the event that Mode suspends or terminates your Account or right to use the Services due to any Prohibited Conduct.

If your Account or right to use the Services is suspended or otherwise terminated, you hereby agree that Mode will have no liability or responsibility of any kind or any nature whatsoever to you, except as provided for herein and to the fullest extent permitted under applicable laws. You expressly agree that you will not make any claim against Mode as a result of any such change, modification, suspension or termination of your Account, including, without limitation, with respect to any lost revenue, profits or opportunities or on account of any expenditures made or actions taken in reliance on the expected continuation of the Services or these Terms of Use.

These rights to suspend, interrupt or terminate the Services are in addition and without prejudice to other remedies Mode may have at law or in equity. These Terms of Use will survive the suspension or termination of your right to access the Services.

10. Data deletion

Any data deletion or removal feature offered by Mode through the App or otherwise (Data Deletion) will generally be available in the following circumstances:

you wish to delete your communications or other data within the App;
you have performed the maximum failed attempts (2-10) to enter your password when unlocking software, as set in your App settings configuration;
your Account expires or is terminated;

We recommend that you back up the information stored on your devices on a regular basis, or prior to using any Data Deletion feature. If your Account expires or is terminated, the Mode data contained on your device will generally be irrevocably erased.

Any Data Deletion feature must be used solely for lawful purposes, in full compliance with applicable laws. Mode reserves its right to suspend or terminate your Account or right to use of the Services if you use or attempt to use any Data Deletion feature to obstruct justice or any other unlawful purpose.

Mode assumes no responsibility for the use of any Data Deletion feature and is not responsible for any loss of data on your devices. In particular, the Mode Parties will in no event be liable for the loss of any data on your or their devices resulting from use of the use of Data Deletion features. Mode will not be responsible if the data is not deleted in its entirety. This exclusion of liability will apply to the fullest extent permitted by law.

Please note that sections 15 and 16 of these Terms of Use also apply to Data Deletion.

11. Restrictions

You agree and acknowledge that you will not (i) copy, change, disassemble, reverse engineer, decompile, modify, derive, reproduce, duplicate or otherwise extract by any other means, or attempt to discover, the source code of the Services, (ii) attempt to access any account or Services by automated means such as robots, (iii) upload viruses, spyware or malicious software and/or other content that could be harmful, or that could infringe, misappropriate or otherwise violate intellectual property rights or other rights or that could otherwise be in contravention of applicable laws, (iv) remove, circumvent, disable, damage or otherwise interfere with security features of the Services, (v) access the Services via any means other than through the App, (vi) hide, hinder, remove or conceal copyrights, trademarks and other intellectual property marks, references, symbols or rights, (vii) combine, merge, reproduce or duplicate the Services unless authorized to do so, and (viii) use the Services to create competing or similar services or to publish benchmark or other information with respect to the Services.

The Services are not intended for sale to, or use by, individuals or entities that are subject to applicable economic, export or other sanctions or for use in countries that are subject to applicable economic, export or other sanctions. In this regard, you expressly agree to comply with all laws applicable to your use of the Services and online conduct, including any laws restricting the export or import of the Services. You cannot make available, whether directly or indirectly and regardless of form, including through visual access, the Services or any technology or technical data used to provide said Services or derived there from in a manner that would or could contradict these Terms of Use or applicable laws. The fact that you may access the Services from a particular location does not constitute a representation or covenant that the Services are made available in such location. Whoever chooses to access the Services in a particular jurisdiction does it at its own initiative and at its own risk, including as importer of the Services, and understands that such access may be contrary to the laws applicable therein.

12. Intellectual property of Mode

You acknowledge and agree that the Services (including, without limitation, their respective content, features, components, functionalities, graphics, interface, software, data and source codes and all improvements of the foregoing (collectively, the Mode Content)) are the sole and exclusive property of, or licensed to, Mode, its affiliates, its affiliated companies and/or third party licensors, and are protected by copyright and other intellectual property laws and treaties. Mode reserves the right to modify, suspend or remove permanently any Mode Content without prior notice. Any use of the Mode Content is strictly prohibited without the prior written consent of Mode, except to the extent necessary to access and use the Services for the Permitted Purposes.

You expressly agree that all intellectual property rights, titles, and interests in and to the Services, whether registered or not, are and will remain at all times the sole and exclusive property of Mode. Accordingly, and except as expressly provided in these Terms of Use, no right or license, whether express or implied, by estoppel, or otherwise is granted to you with respect to the Services or in or under any patent, trademark, copyright, or other intellectual property or proprietary right of Mode or any third party. Any use of any of the trademarks, service marks, logos or other form of intellectual property appearing in connection with the Services without the express written consent of Mode or the owner of the mark, as applicable, is strictly prohibited.

You hereby agree and represent that the use of the Services in combination with any other form of intellectual property does not and will not infringe or constitute misappropriation or any other form of violation of another’s intellectual property rights, and no action for infringement or other action with respect to such rights is pending or threatened to be brought before any court or forum. Should such an action be threatened or foreseen, then you will immediately stop using the Services in combination with any other form of intellectual property and immediately notify Mode of such situation.

13. Third party

Use of the Services requires Internet access and may require you to accept additional third-party terms of services. Mode may provide links and plug-ins from sites or applications owned, operated or controlled by third parties (collectively, Third-Party Sites), and such links do not constitute the endorsement by Mode of the Third-Party Sites or their content. Such links and plug-ins are provided as an information service, for reference and convenience only. Mode does not control any Third-Party Sites and is not responsible for their content. The use of any Third-Party Site is governed by any terms and conditions of use and privacy policy of that Third-Party Site and you are strongly advised to check them before making use of the Third-Party Sites.

14. Emergency services

Please note that unlike telephone services, our Services do not allow you to contact emergency services, which include, but are not limited to, ambulance services, hospitals, fire departments, police forces and any other law enforcement agencies (the Emergency Services).

By using our Services, you acknowledge that (i) you cannot use our Services in order to contact Emergency Services and (ii) you are responsible to ensure that you have access to telephone services for that specific purpose.

15. Services provided "As Is"

Your communications will be end-to-end encrypted, such as the communications can only be read or accessed by you and the intended recipient(s), and by nobody else, including Mode. Your encrypted communications can only be decrypted with a private encryption key, which is only held by your intended recipient(s). Mode focuses profound attention on updating and upgrading its applications and services in order to provide best-in-class protection against current and developing data security risks.

As such, to the fullest extent allowed under applicable laws: (a) the Services are provided on an “as is” and “as available” basis without any warranty of any kind, and (b) Mode disclaims all express implied, oral or written guarantees, warranties and representations pertaining to: (i) the communication, (ii) the suitability of the services and content for a particular purpose or the fact that the Services and content will meet your expectations, (iii) the fact that they will run without delays, errors or interruptions and that such delays, interruptions or errors will be addressed in a timely fashion (or can be addressed at all), (iv) the fact that the Services and their content are or will remain compatible with your devices, (v) the absence of adverse effect on your system, technology or data, and (vi) the Services’ merchantability other than as provided for herein.

Furthermore, even if Mode makes reasonable efforts in order for the description of the Services and other content to be complete and current, the foregoing may include inaccuracies, typographical errors (and other errors) and omissions relating to the description and availability, or other information. For instance, the Services may display information about some features that are no longer available (or slightly changed). Likewise, some features may be deleted, upgraded or modified. Furthermore, Mode does not control the content offered or made available on or through the Services. Accordingly, Mode insists on the fact that it is not making representations or warranties that information shared using Mode will be accurate or complete, up-to-date or relevant, and accordingly any decision, action taken, or failure to act, in reliance on any content or Services is your sole responsibility and liability.

You understand and agree that the access or use of the Services is left to your entire discretion and hence, is made at your own risks. Mode disclaims any responsibility regarding the use of the Services, and is not responsible for any damage, including damages caused by use or misuse of the Services, subject however to applicable laws.

16. Limitation of liability

Under no circumstances will Mode or any other entity of the Mode group, their respective directors, officers, employees, shareholders, affiliates, business partners and third-party contractors, suppliers and licensors (collectively, the Mode Parties) be liable to you, or to any other party, for any losses, costs or damages of any kind or nature whatsoever that are suffered or incurred in any connection with the use of (or the inability to use) the Services, or any Mode Content (regardless of the form of action or theory of liability, including for breach of contract, tort, negligence, equity, strict liability, by statute or otherwise and regardless of the occurrence of a fundamental breach or failure of essential purpose).

In no event whatsoever will any of the Mode Parties be liable for any special, exemplary, punitive, consequential, incidental or indirect damages of any kind or nature whatsoever that are suffered or incurred in connection with the provision of the Services (including in connection with the transmission or downloading or storage of any data or submissions to or from the Services or the use of, or reliance on, any Mode Content or other information or data contained on or provided through the Services, or loss of or damage to files or data or theft of your data or information that may occur if you do not implement passcodes or your failure to protect your device or other access safeguards or any costs of recovering or reproducing any files or data or loss of use or lack of availability of services or any business interruption or loss of revenue, opportunity or profit or any other economic loss whatsoever) however caused and regardless of the form or cause of action and whether or not foreseeable, even if the Mode Parties or any of them has been informed in advance or ought reasonably to have known of the potential for such damages. This exclusion of liability will apply to the fullest extent permitted by law.

17. Indemnification

You are responsible and agree to defend, indemnify, and hold harmless the Mode Parties from and against any claims, actions, demands, losses, liabilities, damages, costs and expenses suffered by such persons, including without limitation, reasonable legal and accounting fees, alleging or resulting, directly or indirectly, from: (a) your breach of these Terms of Use, your access or use of the Services, (b) any act, omission, negligence, fault, misconduct, breach of applicable laws or of these Terms of Use, the Privacy Policy, and (c) any of the information provided, uploaded or used, including User Content, or other disclosure to Mode of any other information or data and the use of same by Mode or other Mode Party as contemplated hereunder.

18. References to services

You agree that you will not, directly or indirectly, orally, in writing or through any medium, including, but not limited to, the press or other media, (i) make any false, misleading or inaccurate statement regarding Mode and/or the Services, (ii) suggest that you are affiliated, associated or partnered with or in any other form of business relationship with Mode, and (iii) make any representation, warranty or guarantee with respect to the Services, in each case unless otherwise expressly authorized by Mode.

19. Modification of these terms of use

Mode reserves the right, in its sole discretion, to modify, replace or otherwise update these Terms of Use at any time. Mode may notify you of any material change to these Terms of Use by sending you a notification through the App, or by other appropriate communication means. Furthermore, an updated version of these Terms of Use will be published on our website, currently located at https://mode.io/ each time a change is made.

You can tell if these Terms of Use have changed by checking the last updated date that appears at the beginning of these Terms of Use. Mode strongly encourages you to review these Terms of Use periodically, as your continued use of the Services will constitute acceptance of any updated, modified or replaced Terms of Use. Should you disagree with any updates or amendments made to the Terms of Use, you must immediately stop accessing or using the Services.

20. Governing law; dispute resolution

These Terms of Use are governed by the laws of the Province of Alberta and any Canadian federal laws applicable therein, excluding any conflict of laws provisions that could lead to the application of the laws of another jurisdiction.

To expedite resolution and reduce the cost of any dispute, controversy or claim between you and Mode, including without limitation any dispute or claim related to or arising out of this Agreement, you and Mode agree to attempt to negotiate any dispute or claim informally before initiating any court proceeding.

21. Force majeure

Mode will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms of Use or in connection with the Services that is caused by events outside its reasonable control, including, without limitation, fire, flood, pandemic, extreme climatic conditions or other acts of God, failure by telecommunication providers, strikes, picketing, lockout or other labour disputes and/or governmental acts; and such failure or delay will not constitute a breach of these Terms of Use.

22. Waiver

23. Entire agreement

These Terms of Use, together with the Privacy Policy, constitute the entire agreement between you and Mode as it relates to the access to, and use of, the Services, and supersede all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral between Mode and you relating thereto, except any applicable agreement entered into with you as an authorized partner of Mode.

24. Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of these Terms of Use, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable will not be affected thereby, and each such provision of these Terms of Use will be valid and enforceable to the extent permitted by law.

25. Assignment

These Terms of Use may not be assigned or transferred by you without our prior written consent. Mode may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.

26. Contact & Notices

If you have any questions about the Terms of Use, or need to provide notice to, or communicate with, Mode under the Term of Use, please contact Mode by email at contact@mode.io. Mode may provide notices or communications to you through the Apps and you agree that such notices will constitute notice to you whether or not you actually access the notice.