Terms and Conditions.

1. Agreement to these Terms

These Terms and Conditions (the “Terms”) are a binding agreement between you and Modrn Holdings, a California corporation operating as Modrn Agency (“Modrn,” “we,” “us,” or “our”). They govern your use of modrnagency.com and its subdomains (the “Site”) and any services we provide to you (the “Services”).

By using the Site, submitting a form, booking a call, making a purchase, or receiving Services, you agree to these Terms and to our Privacy Policy. If you are agreeing on behalf of a business, you confirm that you have authority to bind that business, and “you” and “Client” mean that business. If you do not agree, do not use the Site or Services.

Our Services are for businesses only. You must be at least 18 years old and using the Services for business purposes, not personal, family or household purposes.

2. How these Terms fit with your agreement

These Terms have two parts. Part A applies to everyone who uses the Site. Part B applies to every Modrn client.

Many clients sign a separate written agreement with Modrn, such as a Modrn Acquisition Engine™ Service Agreement (a “Service Agreement”). Other clients purchase a plan or package directly through our Site or a checkout link (an “Online Purchase”). If there is a conflict, the following order applies:

1. A signed Service Agreement or data processing agreement between you and Modrn;
2. The plan or package description shown at the time of your Online Purchase;
3. These Terms.

Where a Service Agreement does not address a topic covered in these Terms, these Terms apply. For Online Purchases without a signed Service Agreement, these Terms and the plan or package description are the entire agreement between you and Modrn.

3. Using the Site

You may use the Site for lawful business purposes. You agree not to:

• Copy, scrape, or reproduce the Site, our pages, funnels, proposals or materials, or use them to build a competing product or service;
• Submit false information, impersonate anyone, or submit another person’s information without permission;
• Interfere with the Site’s security or operation, or introduce malware;
• Use the Site or our materials in violation of any law.

Proposals, pricing pages and other materials we send you are confidential and provided only for your evaluation. Please do not share them outside your business.

4. Site content and intellectual property

The Site and its content, including text, designs, graphics, videos, logos, and the Modrn and Modrn Acquisition Engine™ names, are owned by Modrn or its licensors and protected by intellectual property laws. Nothing in these Terms gives you any right to use them except to view the Site for your own business evaluation.

5. Information on the Site

Content on the Site is general information about our Services. Results, case studies, testimonials and figures shown on the Site reflect specific clients’ experiences and are not typical or guaranteed. Nothing on the Site is legal, tax, financial or compliance advice.

6. The Services

Modrn provides client acquisition services, which may include offer creation, funnel and landing page design and build, copywriting, CRM and automation setup, email and text follow-up, paid advertising setup and management, UGC (user-generated content) video production, reporting, and ongoing support and optimization. The specific Services you receive are those described in your Service Agreement or the plan or package you purchase.

We decide the methods, tools, team members and contractors we use to deliver the Services. We may use trusted contractors and service providers, and we remain responsible for their work under these Terms.

7. Fees, subscriptions and cancellation

One-time engagements

Fees for engagements under a Service Agreement are due as set out in that agreement, including any performance-based payment.

Monthly plans

• Automatic renewal. Monthly plans (such as our Lite and Pro plans) renew automatically each month until canceled. By purchasing a monthly plan, you authorize Modrn, through Stripe, to charge your payment method the plan fee each month in advance.
• Cancellation. You may cancel a monthly plan by giving at least 30 days’ written notice to ops@modrnagency.com. Your plan, and your payment obligation, continue through the end of that 30-day notice period, including any monthly charge that falls within it. Services continue through the end of the last paid period.
• No refunds. Monthly plan fees are non-refundable once the billing period has begun, including for partial months and unused Services.

Prepaid plans

Prepaid plans (such as four months of Pro paid upfront) cover the full prepaid period and are non-refundable, including if you stop using the Services or end the plan early. A prepaid plan does not renew automatically unless the plan description says otherwise.

UGC packages and other one-time purchases

UGC packages and other one-time purchases are non-refundable once work has started. Work starts when we begin scripting, sourcing a creator, or producing your content, whichever comes first.

General payment terms

• Price changes. We may change the price of a monthly plan with at least 30 days’ notice. The new price applies from your next billing period after the notice period.
• Failed or late payments. If a payment fails or is late, we may pause the Services, including active campaigns and automations we manage, until payment is received.
• Taxes. Fees do not include taxes, which you are responsible for where they apply.
• Ad spend is separate. Advertising spend, software you choose to buy, and other third-party costs are not included in our fees and are paid directly by you.

8. Billing disputes and chargebacks

If you believe you were charged in error, contact us at ops@modrnagency.com within 30 days of the charge and we will work with you in good faith to resolve it. You agree to contact us before filing a chargeback or payment dispute with your bank or card issuer.

Filing a chargeback or payment dispute for fees that are due under these Terms or your Service Agreement, including for Services that have been delivered or are in progress, is a breach of these Terms. In that case we may suspend the Services and your access to Work Product that has not been paid for, and you agree to reimburse the disputed amount together with our reasonable costs of responding, including chargeback fees and collection costs.

9. Your responsibilities

To let us deliver the Services, you agree to:

• Provide timely access to the accounts, platforms, assets and information we need, and respond to our requests and approvals within two (2) business days;
• Provide accurate and complete information about your business, offers, pricing and target audience;
• Fund your advertising accounts at the levels recommended in your plan or Service Agreement;
• Make sure your offers, products, claims, testimonials and guarantees are truthful, can be substantiated, and comply with the law and the advertising platforms’ policies;
• Review and approve funnels, copy, ads, scripts and messages before they go live. Approval means you accept them as compliant with your obligations;
• Follow up with the leads and booked calls the Services generate.

Delays caused by missed responsibilities may extend timelines. If you pause advertising spend for more than 14 consecutive days, our obligations are suspended until spend resumes, and plan fees remain due.

10. Data, privacy and messaging compliance

• Your leads are your data. Personal information about your prospects and leads that we collect or process for you belongs to you, and you control how it is used. We process it as your service provider, only to provide the Services and under your instructions, as described in our Privacy Policy. If you need a data processing agreement, ask us and we will provide one.
• Your privacy notice. You are responsible for having a privacy policy that covers your prospects’ information and for providing it to us so we can display or link to it on the pages and forms we build for you.
• Consent to contact. Where the Services include calls, emails or text messages to your leads, you are responsible for approving the consent and disclosure language used on your forms and for ensuring your campaigns have a lawful basis to contact each lead. We will display the consent language you approve, record consents captured through forms we operate, and honor opt-outs we receive.
• Messaging laws. You are responsible for your messaging programs complying with the Telephone Consumer Protection Act, the CAN-SPAM Act, Do Not Call rules, and similar laws, including the content of messages you approve and any lists or contacts you provide to us.
• Your materials. You confirm that you have the rights to all content, data, contact lists and trademarks you provide to us, and that our use of them as directed by you will not violate anyone’s rights.

11. No guarantee of results

Marketing results depend on many factors outside our control, including your offer, pricing, sales process, market, advertising budget, and decisions made by the advertising platforms. Modrn does not guarantee any specific number of leads, calls, sales, revenue or return on ad spend. Any projections, benchmarks or examples we share are estimates only. Where a Service Agreement includes a specific launch commitment or performance-based payment, that agreement controls.

12. Advertising platforms and third-party tools

The Services rely on third-party platforms such as Meta, LinkedIn, Google, HighLevel, Perspective, Zapier, Stripe and others. We are not responsible for those platforms’ outages, policy changes, ad rejections, account restrictions or suspensions, pricing changes, or data loss. You are responsible for complying with the terms of any platform you use, and your ad accounts remain your own. We will use reasonable efforts to help resolve platform issues that affect your campaigns.

13. Use of AI

We may use AI tools, such as Claude and ChatGPT, to help create offers, copy, scripts, creative and reports, and to analyze performance. Our team reviews AI-assisted work before delivering it. We use these tools under business accounts or settings that do not allow the provider to train its models on our inputs. AI-assisted output can contain errors, so you remain responsible for reviewing and approving deliverables before use.

14. UGC content

• Ownership. Once you have paid in full for a UGC package, you own the final edited videos we deliver and may use them in your advertising and marketing without time limit.
• Creator rights. For human creators, we obtain the releases needed for you to use the creator’s likeness and voice in the final videos as your advertising. Unedited footage, drafts and unused takes are not included unless we agree in writing.
• AI-generated creators. Where you choose AI-generated talent, the person shown is not a real customer. You agree not to present AI-generated or paid creator content as a real, independent customer testimonial, and to follow any disclosure rules that apply, including the FTC’s Endorsement Guides and advertising platform policies.
• Revisions. Each package includes the number of revision rounds stated at purchase. Additional revisions or new concepts may be charged separately.

15. Ownership of work product

Once you have paid the fees due for the Services, you own the deliverables we create specifically for you, including your funnels, copy, creative, ad assets, automations and CRM configurations (“Work Product”).

Modrn keeps ownership of its pre-existing and general materials, including its frameworks, templates, snapshots, processes, methods, know-how and tools, and anything we develop that is not specific to you (“Modrn Materials”). To the extent Modrn Materials are part of your Work Product, we grant you a non-exclusive, perpetual license to use them as part of that Work Product for your own business. You may not resell, license or distribute Modrn Materials separately.

16. Case studies and publicity

You agree that Modrn may identify you as a client and use your name, logo, and a general description of the work and results we achieved together in our website, case studies, proposals and marketing. We will not disclose your confidential information or your leads’ personal information in doing so. You may opt out at any time by emailing ops@modrnagency.com, and we will stop new uses within a reasonable time.

17. Confidentiality

Each party will keep confidential the other’s non-public business information, strategies, financial details, pricing, proposals and trade secrets disclosed in connection with the Services, use it only for the purposes of the engagement, and protect it with reasonable care. This does not apply to information that is public through no fault of the receiving party, already known to it, or independently developed. This obligation survives the end of the engagement.

18. Our team

During your engagement, you agree not to directly engage, hire or contract with any Modrn team member, contractor, freelancer or vendor introduced to you through the Services, unless Modrn agrees in writing.

19. Suspension and termination

Monthly and prepaid plans end as described in Section 7. Engagements under a Service Agreement end as described in that agreement. We may suspend or end the Services immediately if you fail to pay, file a chargeback in breach of Section 8, materially breach these Terms, or ask us to do something we reasonably believe is unlawful or harmful.

When the Services end, we will stop work and remove our access to your accounts. On request within 30 days, we will provide an export of your data and Work Product that has been paid for. After that, we may delete your data as described in our Privacy Policy. Sections 7, 8 and 10 through 23 survive the end of the Services.

20. Disclaimers

Except as expressly stated in these Terms or a Service Agreement, the Site and Services are provided “as is” and “as available.” To the fullest extent permitted by law, Modrn disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, and any warranty that the Site or Services will be uninterrupted or error-free.

21. Limitation of liability

To the fullest extent permitted by law, Modrn will not be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, leads, data or goodwill, arising out of or relating to the Site or Services, even if advised of their possibility.

Modrn’s total liability for all claims arising out of or relating to the Site or Services will not exceed the fees you paid to Modrn for the Services in the twelve (12) months before the event giving rise to the claim. Where a Service Agreement or data processing agreement sets a different limit, that limit applies to claims under it.

22. Indemnification

You agree to defend, indemnify and hold harmless Modrn and its owners, officers, employees and contractors from any third-party claims, losses, fines, penalties and expenses (including reasonable attorneys’ fees) arising out of: (a) your offers, products, services, claims or guarantees; (b) content, data, contact lists or materials you provide; (c) messages, ads, pages or campaigns you approve; (d) your failure to obtain required consents or provide required privacy notices; or (e) your breach of these Terms or applicable law.

23. Disputes and governing law

• Governing law. These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules.
• Talk first. If a dispute arises, we will each try in good faith to resolve it by contacting the other in writing. If it is not resolved within 30 days, either party may begin arbitration.
• Binding arbitration. Any dispute arising out of or relating to these Terms, the Site or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator in Los Angeles County, California. Judgment on the award may be entered in any court with jurisdiction.
• Individual claims only. Claims may be brought only on an individual basis, and not as a plaintiff or class member in any class, collective or representative proceeding. Each party waives any right to a jury trial.
• Exceptions. Either party may bring an individual claim in small claims court, or seek injunctive relief in court to protect its intellectual property or confidential information.
• Attorneys’ fees. The prevailing party is entitled to recover its reasonable attorneys’ fees and costs.

24. General terms

• Changes. We may update these Terms from time to time and will post the updated version on this page with a new “Last updated” date. For active clients, material changes take effect 30 days after notice, or at your next billing period if later. Continued use of the Site or Services after that means you accept the changes.
• Independent contractors. Modrn and you are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or a successor to our business.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, except for payment obligations.
• Notices and electronic communications. You agree to receive notices from us by email. Notices to Modrn must be sent to ops@modrnagency.com.
• Severability and waiver. If any part of these Terms is unenforceable, the rest remains in effect. Not enforcing a provision is not a waiver of it.
• Entire agreement. These Terms, the Privacy Policy, and any Service Agreement, data processing agreement or plan description that applies to you are the entire agreement between us about their subject matter.

25. Contact us