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Terms & Conditions 

  • ACCEPTANCE

    1. These Terms and Conditions, and any other terms and policies referred to in these Terms and Conditions, form the agreement between Modalmix INC. having its registered office at [614 N Dupont Way, STE 210 Dover City, Delaware, U.S] (referred to as DreamDen”, “we” or “us”) and the user (referred to as “Customer” or “you”), collectively referred to as the Parties or each a Party, (Agreement). 

    2. We own, or hold the relevant rights to, the “DreamDen” and will license the use of the Software as a service to the Customer.

    3. This Agreement sets out the terms upon which we have agreed to grant a license to the Customer to use our Platform. This Agreement is binding on any use of the Services and applies to the Customer from the time we provide the Customer with an account to access and use the Services at an agreed date.

    4. By accessing and/or using the Services you: 

      1. warrant to us that you have reviewed this Agreement, including our Terms of Use (available on the Site) and our Privacy Policy (available on the Site), and you understand it; 

      2. warrant to us that you have the legal capacity to enter into a legally binding agreement with us or (if you are under 18 years of age) you have your parent’s or legal guardian’s permission to access and use the Site and they have agreed to the Terms on your behalf; and

      3. agree to use the Services in accordance with this Agreement.

    5. If you are a parent or legal guardian permitting a person who is at least 13 years of age but under 18 years of age (a Minor) to create a Customer account and/or use the Site, you agree to: (i) supervise the Minor’s use of the Site and their account; (ii) assume all risks associated with, and liabilities resulting from, the Minor’s use of the Site and their Customer account; (iii) ensure that the content on the Site is suitable for the Minor; (iv) ensure all information submitted to us by the Minor is accurate; and (v) provide the consents, representations and warranties contained in the Terms on the Minor’s behalf.

    6. By using our Services and subscribing on our Site, you acknowledge that you have read, understood, and accepted this Agreement and you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Services. 

    7. User Account

      1. In order to access or use some (or potentially all) of the features of our platform, you may have to become a registered user and open an account and/or log in to Your existing account with us (“Your Account”), the use of which will be subject to such terms and conditions as were provided by Company in connection with the creation of Your Account (“Account Terms”). Your decision to provide this information is purely voluntary and optional; however, if You elect not to provide it, then You may not be able to access certain (or potentially all) of the features of our Platform.

  • SERVICES

    1. On or from the Effective Date and during the Term, we agree to provide the Services in accordance with the terms of this Agreement.

    2. The Customer agrees we own or hold the applicable licenses to all Intellectual Property Rights including but not limited to copyright in the platform.

    3. We reserve the right to change or remove features of our Platform from time to time.

    4. Customer agrees that that we

      1. will supply the Services on a non-exclusive basis;

      2. do not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers; and

      3. is not liable for any failure in, fault with or degradation of the Services if that failure, fault or degradation is attributable to or caused by any failure of the Customer Environment or the facilities or services of any third party.

      4. We reserve the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable or illegal.

  • LICENCE RESTRICTIONS​

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 The Customer must not access or use the platform except as permitted by us and may not do or authorize the commission of any act that would or might invalidate or be inconsistent with our Intellectual Property Rights in the platform. Without limiting the foregoing provisions, the Customer agrees and acknowledges that it must not and will not permit any person to:

  1. resell, assign, transfer, distribute or provide others with access to the Services;

  2. “frame”, “mirror” or serve any of the Services on any web server or other computer server over the Internet or any other network;

  3. copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the Services or

  4. alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the Services.

  5. The Customer must not use the Services in any way which is in breach of any statute, regulation, law or legal right of any person within India or the jurisdiction in which the Customer or its Personnel are located. 

  • DATA

    1. You grant us a limited licence to copy, transmit, store and back-up or otherwise access, use or make reference to any Intellectual Property Rights in the Data:

      1. to supply the Services including to enable you, your Personnel and any Authorised Users to access and use the Services;

      2. to do analysis for the purposes of predictive safety analytics, industry guideline production and other construction safety-related uses, ensure such Data is re-identified;

      3. for diagnostic purposes;

      4. to test, enhance and otherwise modify the Services whether requested by the Customer or not;

      5. to develop other Services; and

      6. as reasonably required for the performance of our obligations under this Agreement.

    2. The Customer represents and warrants that:

      1. any and all Data supplied by the Customer or otherwise accessed by us through the provision of the Services, is the sole and exclusive property of the Customer or the Customer has secured any and all authorizations and rights to use the Data as applicable;

      2. its Data does not breach any relevant laws, regulations or codes;

      3. its Data does not infringe the Intellectual Property Rights of any third party;

      4. it will comply with all applicable laws and regulations in the jurisdiction where the Customer accesses and publishes content using the Services; and

      5. to the extent that the Data contains personal data, it has obtained the necessary consents in order to transfer or permit access to this Data in accordance with applicable privacy and data protection laws.

    3. The Customer acknowledges and agrees that:

      1. any collation, conversion and analysis of Data performed as part of the Services whether by the Services or otherwise is likely to be subject to human input and machine errors, omissions, delays and losses including but not limited to any loss of Data. We are not liable for any such errors, omissions, delays or losses. The Customer acknowledges and agrees it is responsible for adopting reasonable measures to limit the impact of such loss or error;

    4. We are not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by the Customer, its Personnel, its Related Bodies Corporate or any Authorised Users; and

    5. The Customer agrees to indemnify and hold us harmless for the corruption or loss of any Data controlled or stored by the Customer, to extent the corruption or loss is not caused by our negligent act or omission.

  • CUSTOMER RESPONSIBILITIES AND OBLIGATIONS 

    1. The Customer is responsible for its use of the Services and must ensure that no person uses the Services:

      1. to break any law or infringe any person’s rights including but not limited to Intellectual Property Rights;

      2. to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or

      3. in any way that damages, interferes with or interrupts the supply of the Services.

    2. The Customer acknowledges and agrees that:

      1. it is responsible for all users using the Services including its Personnel and any Authorised Users;

      2. its use of the Services will be at its own risk;

      3. it is responsible for maintaining the security of its account and password. We cannot and will not be liable for any loss or damage from the Customer’s failure to comply with this security obligation;

      4. We may alter or update the Customer’s account logins and passwords and the logins and passwords of any Authorised Users at any time throughout the Term;

      5. The customer is responsible for all content posted and activity that occurs under their account. This includes content posted by others who have logins or accounts associated with the Customer’s account;

      6. if you operate a shared Customer account, make (or allow any third party to make) material available by means of the Services, the Customer is entirely responsible for the content of, and any harm resulting from, that content. That is the case regardless of what form the content takes, which includes, but is not limited to text, photo, video, audio, or code;

      7. the technical processing and transmission of the Service, including the Customer’s content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices;

  • PROHIBITED USE

    1. The Customer acknowledges and agrees that it must not, and will ensure that it does not:

      1. use the Services to violate any legal rights of any person or other entity in any jurisdiction;

      2. use the Services in relation to crimes such as theft and fraud;

      3. use the Services in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy;

      4. make any unauthorised copy of any copyrighted material owned or licenced by us

      5. introduce malicious programs into the platform (e.g. viruses, worms, trojan horses, e-mail bombs);

      6. reveal the Customer’s account password to others or allow use of the Customer’s account to those who are not the Customer’s Personnel or Authorised Users;

      7. send any unsolicited email messages through or to users of the Services or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages; use the Services in breach of any person’s privacy (such as by way of identity theft or “phishing”); and

      8. use the Services to circumvent user authentication or security of any of the Customer’s hosts, networks or accounts or those of the Customer’s customers or suppliers.

  • PAYMENT

    1. Customer can learn more about our various offerings on our platform. Pricing may vary by location and will be based on the billing information provided by the Customer at the time of purchase.

    2. You will not be charged for using any Service unless you have opted for a paid subscription plan.

    3. Subscribers with monthly/annual paying subscriptions will be charged upon the expiration of the period they have paid for. We will notify you 30 days before the end of your subscription term for the renewal and continued use of our services. Payment for the subscription term shall be made before the expiry of the subscription plan. You acknowledge that your failure to pay any fees or charges when due may result in suspension or termination of Your use of Our Services.

    4. From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle.

    5. We use third-party payment processors ("Payment Processors") to process the payment account(s) linked to your account ("Billing Information"). The processing of payments may be subject to the terms, conditions and policies of the Payment Processors in addition to this Agreement. We are not responsible for acts or omissions of the Payment Processors.

  • CONFIDENTIALITY 

    1. Subject to clause 12.2, each Party must (and must ensure that its Personnel do): 

      1. keep confidential; and

      2. not use or permit any unauthorised use of, all Confidential Information.

    2. Clause 12.1 does not apply where:

      1. the information is in, or comes into, the public domain (other than by a breach of this clause 12 by the relevant Party);

      2. the relevant Party has the prior written consent of the Party that disclosed the Confidential Information;

      3. the disclosure is required by law;

      4. the disclosure is required in order to comply with this Agreement, provided that the Party disclosing the Confidential Information ensures the recipient complies with the terms of this clause 12; and

      5. the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the Party disclosing the Confidential Information ensures the adviser complies with the terms of this clause 12.

    3. Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this clause 12.  A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 12.

    4. This clause 12 will survive the termination or expiry of this Agreement.

  • INTELLECTUAL PROPERTY RIGHTS

    1. A Party’s ownership of, or any right, title or interest in, any Intellectual Property Rights in an item which exists prior to the Effective Date (Pre-Existing Material) will not be altered, transferred or assigned by virtue of this Agreement.

    2. The Customer grants us a non-exclusive, royalty free, non-transferable and revocable licence to use any of the Customer’s Intellectual Property Rights including any Pre-Existing Material as reasonably required to provide the Services to the Customer.

    3. We do not screen content uploaded onto the Service, but we have the right (but not the obligation) in our sole discretion to refuse or remove any content that is available via the Service that we deem inappropriate, illegal, offensive, threatening, libellous, defamatory, pornographic, obscene, or otherwise objectionable or violate any party’s Intellectual Property Rights or this Agreement.

    4. We have the discretion (but not obligation) to terminate a customer’s access to and use of the Services if, we determine that Customer or its Authorised Users are repeat infringer of the Intellectual Property Rights of us or third parties.

    5. This clause 13 will survive the termination or expiry of this Agreement.

  • PRIVACY

    1. Each Party and its Personnel agrees to comply with its obligations under our Privacy Policy and any other applicable legislation or privacy guidelines as amended from time to time in relation to personal information collected, used or disclosed by that Party or its Personnel in connection with the Services and this Agreement. It contains how we collect, discloses, holds or uses personal information. We reserve the right to amend our Privacy Policy as required from time to time.

    2. We will take all reasonable steps to notify the Customer in writing if we become aware of any actual, threatened or suspected breach of Data where such breach involves personal information.

    3. The Customer must ensure that any collection, processing, use, disclosure and transfer by the Customer and its Personnel of personal information in connection with the performance of its obligations under this Agreement complies with all applicable privacy law and the privacy policy of the Customer.

    4. This clause 14 will survive the termination or expiry of this Agreement.

  • REPRESENTATIONS AND WARRANTIES

    1. General: Each Party represents and warrants to each other Party:

      1. it has full legal capacity and power to enter into this Agreement, to perform its obligations under this Agreement to carry out the transactions contemplated by this Agreement, to own its property and assets and to carry on its business;

      2. no Insolvency Event has occurred in respect of it;

      3. this Agreement constitutes legal, valid and binding obligations, enforceable in accordance with its terms; and

      4. the execution and performance by it of this Agreement and each transaction contemplated by it does not conflict with any law, order, judgment, rule or regulation applicable to it or any document binding on it.

    2. We warrant that to the best of our knowledge the Services do not infringe the Intellectual Property Rights of any third party and there are no actual or threatened proceedings for any intellectual property infringements in relation to the Services.

      1. We do not warrant that the Services will be error-free or will operate without interruption or that, except as set out in this Agreement, the Services will be performed in the manner intended by the Customer or the Services will meet the requirements of the Customer.

  • INDEMNITY AND LIMITATION OF LIABILITY

    1. Customer will defend, indemnify and hold us harmless from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim (as defined herein below) that arises out of or relates to the use or misuse of the Services or any violation of this Agreement. For purposes hereof, "Claim" shall mean any claim, losses, cost, expenses, damages, action, audit, investigation, inquiry or other proceeding instituted by any person and/or entity and/or government authority.

    2. Where we act in good faith in response to any oral or electronic instruction or inquiry from the customer, in respect of any matter in relation to the Customer’s Account, Customer will not be entitled to make any Claim or allege any loss, damage, liability, expense etc., attributable, directly or indirectly, to any such action taken on a good faith basis, and Customer agree to hold us harmless in respect thereof.

    3. IN NO EVENT SHALL WE BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, BREACH OF SECURITY, OR LOST OR DAMAGED DATA) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT, THE SITE, OR ANY SERVICES RENDERED BY US, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY TO THE CUSTOMER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

  • DISPUTE RESOLUTION

    1. Notwithstanding the existence of a Dispute, the Parties must continue to perform their obligations under this Agreement.

    2. Negotiation. In the event of a Dispute, the Party claiming there is a Dispute must give written notice to the other Party or Parties to the Dispute setting out the details of the Dispute and proposing a resolution (Dispute Notice). Within 10 Business Days after receipt of the Dispute Notice, each relevant Party must (if applicable by its senior executives or senior managers who have authority to reach a resolution on its behalf) meet at least once to attempt to resolve the Dispute in good faith.  All aspects of every such conference, except for the occurrence of the conference, will be privileged.

    3. Mediation: If the relevant Parties are unable to resolve the Dispute with 15 Business Days after receipt of the Dispute Notice, any Party involved in the Dispute may (by written notice to the other Parties) submit the Dispute to mediation administered by the Legal Service Authority. The costs of mediation are to be split between the relevant Parties, provided that each Party will bear its own costs in relation to the mediation.

    4. Arbitration. If the Dispute has not been settled within 30 Business Days after the appointment of a mediator, or such other period as agreed in writing between the Parties, the Dispute may be referred by any Party involved in the Dispute (by written notice to the other Parties) to Arbitration.

  1. GENERAL

    1. Notices and communication: Any notice or notification in relation to these User Terms which You wish to make to Us must be made in writing to info@dreamden.ai All Your communications with Us will be of a professional nature only. You will not contact Us to harass, intimidate or threaten any person, or to promote any cause, which You may support. Any notice given by Us hereunder will be deemed to have been received by You within 24 hours of sending the same via e-mail or SMS at the e-mail address specified by You or Your registered mobile phone number. In the event of any change in Your e-mail and/or registered address and/or telephone numbers or other information provided by You, you shall inform Us promptly in writing, by e-mail, which change shall be recorded by Us after due verification.

    2. Force Majeure: If performance of this Agreement or any obligation under this Agreement is prevented, restricted or interfered with by reasons of Force Majeure and the affected party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the affected party invoking this provision shall be suspended to the extent necessary by such event. The affected party shall use reasonable efforts under the circumstances to remove such prevention, restriction or interference or to limit the impact of the event on its performance and must continue to perform with reasonable dispatch when the Force Majeure is removed.

    3. Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right.  A waiver must be in writing.

    4. Links to Third Parties: The Services may contain links to third-party websites (“Third-Party Websites”) and apps (“Third-Party Apps”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party App or Third-Party Ad, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Apps and Third-Party Ads are not under our control. We are not responsible for any Third-Party Websites, Third-Party Apps or Third-Party Ads. We provide these Third-Party Websites, Third-Party Apps and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Apps or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Websites, Third-Party Apps and Third-Party Ads at your own risk. When you leave our Website, the Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Apps, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

    5.   Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.

    6. Governing law and jurisdiction: This Agreement is governed by the laws of Delaware. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Dover, Delaware, USA and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

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