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The agreement states that Customer grants Modal a perpetual, irrevocable, worldwide, sublicensable, royalty-free license to use Feedback for any purpose, with an exclusion for Customer Data and Customer Confidential Information contained in the Feedback.
This analysis describes what Modal's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision establishes that any suggestions, comments, or other feedback submitted by Customer to Modal are subject to a broad, perpetual, and irrevocable license that cannot be withdrawn, and that Modal may sublicense and transfer this rights grant to third parties. The exclusion for Customer Data and Confidential Information contained in Feedback provides a carveout, but the boundary between Feedback and embedded Customer Data may require assessment in practice.
Interpretive note: The practical boundary between Feedback and embedded Customer Data or Confidential Information may require case-by-case assessment depending on how feedback is submitted and what it contains.
Under this clause, any feedback Customer provides to Modal about the Service becomes subject to a permanent, royalty-free license that Modal can use, sublicense, and transfer for any purpose without further consent or compensation to Customer. The agreement excludes Customer Data and Customer Confidential Information embedded in Feedback, but the practical scope of that exclusion depends on how Feedback is submitted and what it contains.
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"Customer hereby grants to Modal a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit any Feedback for any purpose, excluding any Customer Data and other Customer Confidential information contained therein.Excerpt from Modal's Terms of Service
(1) REGULATORY LANDSCAPE: This provision engages intellectual property law governing license grants and may interact with GDPR where Feedback contains personal data of EU data subjects, as the perpetual and irrevocable nature of the license may conflict with data subject rights to erasure under GDPR Article 17. US state privacy laws including CPRA may similarly impose restrictions on retention and use of personal information embedded in Feedback. The FTC Act's prohibition on unfair or deceptive practices is potentially relevant if the scope of this license is not sufficiently disclosed to enterprise procurement teams. (2) GOVERNANCE EXPOSURE: Medium. The irrevocable and sublicensable nature of the license means Customer cannot later restrict Modal's use of Feedback, including after contract termination, as this section is identified as surviving termination via Section 1.7 (Ownership). Organizations with IP governance policies should assess what categories of information employees may submit as Feedback. (3) JURISDICTION FLAGS: EU Customers should evaluate whether Feedback that incidentally contains personal data triggers GDPR processing obligations independent of the DPA's scope. The irrevocability of the license may create tension with data subject erasure rights if personal data is embedded in Feedback outside the Customer Data definition. (4) CONTRACT AND VENDOR IMPLICATIONS: Legal teams should assess whether internal communications submitted through support channels, feature request forums, or similar mechanisms qualify as Feedback under this provision and whether those communications could contain IP or Confidential Information that the Customer Data exclusion does not fully protect. The sublicensable and transferable nature of the grant means the license can pass to Modal's successors or third parties. (5) COMPLIANCE CONSIDERATIONS: Organizations should consider establishing internal guidance on what categories of information employees may submit to Modal as Feedback, to ensure that sensitive business, technical, or personal information is not inadvertently brought within the scope of this license. IP counsel should confirm whether the Customer Data and Confidential Information exclusion is sufficient given how feedback is typically submitted in practice.
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This provision establishes that any suggestions, comments, or other feedback submitted by Customer to Modal are subject to a broad, perpetual, and irrevocable license that cannot be withdrawn, and that Modal may sublicense and transfer this rights grant to third parties. The exclusion for Customer Data and Confidential Information contained in Feedback provides a carveout, but the boundary between Feedback …
Under this clause, any feedback Customer provides to Modal about the Service becomes subject to a permanent, royalty-free license that Modal can use, sublicense, and transfer for any purpose without further consent or compensation to Customer. The agreement excludes Customer Data and Customer Confidential Information embedded in Feedback, but the practical scope of that exclusion depends on how Feedback is …
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