Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between you and Modsmith, the developer and operator of the Modsmith software and of modsmith.app (“Modsmith”, “we”, “us”, “our”). They govern your use of the website at modsmith.app (the “Website”), the Modsmith desktop software in every build we distribute (the “Software”), the optional user account (the “Account”), and the paid assistant features marketed as Smith together with the services behind them (the “Services”). The Website, the Software, the Account and the Services are together the “Products”.

By visiting the Website, installing or using the Software, creating an Account or purchasing a subscription, you accept these Terms. If you do not accept them, do not use the Products.

1. The agreement

1.1. These Terms, the Licence Agreement for the Software, the Privacy Policy and the Refund Policy together form the entire agreement between you and us about the Products (together, the “agreement”). Where a document deals with a specific subject, that document prevails for that subject: the Licence Agreement for the Software, the Refund Policy for refunds, the Privacy Policy for personal data. For everything else, these Terms prevail.

1.2. “Modsmith” is the name we currently trade under. We may rename the Products, the company or the brand at any time. A change of name does not change these Terms, your licence, your Account or your subscription.

1.3. Any additional terms shown at checkout, in the Software, or on the Website for a specific feature or promotion are part of this agreement for that feature or promotion.

2. Eligibility

2.1. You must be at least 16 years old, or older if the law where you live sets a higher age for entering into this kind of agreement, and you must be legally able to enter into a binding contract. A paid subscription may be bought only by a person who has reached the age of majority where they live, or with the consent of a parent or guardian who accepts this agreement on their behalf. If you use the Products on behalf of an organisation, you represent that you have authority to bind it, and “you” includes that organisation.

2.2. You must not be a person or entity with whom we are prohibited from dealing under applicable sanctions or export control laws, and you must not use the Products from a territory where doing so is prohibited.

2.3. You must have the right to modify the computer and the game installation on which you use the Software.

3. Changes to these Terms

3.1. We may change these Terms at any time, for reasons that include changes in the law, in security requirements, in our Products and how they work, in prices and plans, and in the third-party providers we depend on. When we do, we publish the changed Terms on the Website with a new version number and effective date. Publication on the Website is notice to you.

3.2. Where a change materially reduces your rights under an active paid subscription, we will also give notice in the Software or by email to the address on your Account at least 14 days before the change takes effect, unless an earlier change is required by law, by a court or regulator, or to address a security or legal risk.

3.3. Continuing to use any Product after a change takes effect is acceptance of the change. If you do not accept a change, stop using the Products and cancel any subscription before the change takes effect. If the change is one described in section 3.2 and you cancel before it takes effect, we refund the unused portion of any period you have already paid for, pro rata. Those are your sole remedies for a change.

4. Changes to the Products

4.1. The Products evolve. We may add, change, limit, suspend or remove any feature, model, allowance, plan, build or Product, in whole or in part, at any time, for the reasons listed in section 3.1, with or without notice. Where a change materially reduces what an active paid plan provides, we give notice under section 3.2, and you may cancel before it takes effect and receive a pro-rata refund of the unused period under section 3.3.

4.2. We may require you to install an update to continue using a Product, and we may stop supporting older builds. The Software offers updates from within the application; you decide when to install them, except where an update is necessary for security or for a paid Service to keep working.

4.3. If we permanently discontinue the paid Services as a whole, we will refund the unused portion of any period you have already paid for, calculated pro rata from the date of discontinuation. That refund is your sole and exclusive remedy for a discontinuation, to the fullest extent the law allows.

4.4. Builds marked early access, alpha, beta, preview or pre-release may be incomplete, may change data formats, may stop working, may be withdrawn at any time, and carry no promise that a final release will follow. Use them with that in mind.

5. The Software

5.1. The Software is licensed to you under the Licence Agreement, not sold. In summary: you may install and use it on computers you own or control; you may not redistribute, sell, sublicense, decompile or reverse engineer it except where the law gives you that right regardless of this agreement; and you may not remove notices or circumvent licence, consent, quarantine or safety mechanisms.

5.2. The Software includes third-party components under their own licences. They are listed with the Software, and those licences govern those components.

5.3. The mod manager features of the Software are provided without charge and will remain so. Paid features are, and will be, limited to the Services: the assistant features that rely on our service and on third-party models.

6. Your game, your mods, your files

6.1. The Software works with files that are not ours: your game, mods made by other people, files created by other tools, and your saves and settings. Mods remain the property of their authors and are governed by the terms of the site you obtained them from. You are responsible for complying with the terms of your game, of Nexus Mods and of any other service you connect, and for having the right to use any content you install.

6.2. The Software changes your game installation in the way it describes: it links or copies mod files into the game folder, keeps backups of the originals it replaces, journals its steps and can reverse them. We build these safeguards carefully, but they are not a substitute for your own backups. Keep your own copies of saves, of your game installation and of anything you cannot afford to lose. You use the Software on your own game installation at your own risk.

6.3. We claim no ownership of, and no licence to, your mods, your game files, your saves, your configuration or anything else on your computer. Nothing in this agreement, and no end of a licence or subscription, gives us the right to delete, alter or withhold them. They stay on your computer.

7. Accounts

7.1. An Account is required only for the paid Services. Everything else in the Software works without one.

7.2. You may hold one Account. You must provide accurate information and keep it current. You are responsible for keeping your sign-in credentials secure and for all activity under your Account until you notify us that it has been compromised. Sign-in is handled by an identity provider named in the Privacy Policy; we do not see or store your password.

7.3. You may not sell, transfer, share or lend your Account or a subscription attached to it. A subscription may be used on up to three devices signed in at the same time; we may change that number for future periods with notice under section 3.

7.4. We may suspend or close an Account that breaks this agreement, that is used for fraud, abuse or unlawful activity, that is the subject of a payment dispute which the card issuer or the payment partner resolves in our favour, that we are required by law to close, or that has had no subscription and no sign-in for twenty-four months. We will tell you the reason unless the law prevents it.

7.5. Deleting your Account and cancelling your subscription are different actions. Deleting the Account removes your identity from our service; cancelling the subscription stops renewal. The Software offers both separately and says which is which.

8. Smith and the Services

8.1. The Services send requests, on your explicit action, to models operated by third-party providers through our service, and return their answers to the Software. The Services are optional, off by default, and never act without an action by you. Before the first request the Software shows you what will be sent and asks for your agreement; you may withdraw it in the settings at any time.

8.2. A model’s answer is a proposal. The Software validates it with deterministic code and runs an existing command only when you apply the proposal. The model does not write to your files and does not run commands on its own.

8.3. Model output is generated automatically and may be incomplete, inaccurate or wrong. It is not professional advice of any kind. You are responsible for reviewing a proposal before applying it and for the results of applying it. We do not promise that a proposal will fix a crash, resolve a conflict, translate correctly or improve a build.

8.4. Paid Services are measured in operations and, for translation, in words, as described on the pricing page. Allowances reset at the start of each billing period; unused allowance does not carry over. The plan named Max has a fair-use ceiling stated as a number on the pricing page at the date of purchase. We may add, replace or retire models and providers, change how operations are counted, and adjust allowances and ceilings for future periods with notice under section 3.

8.5. We may throttle, queue, limit or refuse requests that exceed an allowance or ceiling, that are made by automated means, that are abusive, that a provider refuses, or that we reasonably believe violate this agreement or the law. We may set reasonable technical limits on request size, frequency and content.

8.6. When you use the Services, you grant us and our providers a licence to process the content of your requests, including mod names, plugin names, crash log structure and any text you enter, to the extent necessary to provide, secure, meter and improve the Services. We may cache the result of a request and serve it to other users who make an equivalent request. We do not use the content of your requests to train our own machine-learning models. The handling of this data is described in the Privacy Policy.

8.7. You may use the output the Services return to you for your own modding, including in mods and collections you publish elsewhere, subject to the rights of the authors of the underlying content. We do not claim ownership of that output. Where the published usage policy of a model provider restricts the use of output, those restrictions also apply to you; the providers we currently use are named in the Privacy Policy and in the Software.

9. Subscriptions, billing and payment

9.1. Subscriptions are sold through our payment partner, currently Xsolla, which acts as the authorised reseller and merchant of record for the transaction. Your purchase contract for the payment is with the payment partner, and their terms of purchase apply to it. They issue the receipt and handle payment methods, invoices, taxes and payment disputes. Your payment details go to them, not to us; we receive the status of your subscription and the details needed to activate it. We may change the payment partner at any time; the partner is named at checkout and on your receipt.

9.2. Prices are shown in US dollars. Taxes, duties and fees required by the law of your country may be added at checkout by the payment partner, and currency conversion is handled by them or by your bank.

9.3. A subscription renews automatically at the end of each billing period, monthly or yearly as chosen, until you cancel. Cancelling stops the next renewal and keeps your access until the end of the period already paid for. You can cancel from the Software or through the payment partner’s customer portal linked in your receipt. Before a yearly renewal, and before a price change takes effect for you, we or the payment partner send a reminder to the email address on your Account.

9.4. We may change list prices, plan composition, allowances and ceilings for future periods. A price change applies to you only from your next renewal after at least 14 days’ notice by email or in the Software, and you may cancel before it takes effect. Where you subscribed at a price we designated as a founder or early-subscriber price, that price remains yours for as long as that subscription stays continuously active. A cancelled or lapsed subscription that is started again is a new subscription at the prices then in force; the Refund Policy says which payments its 14-day refund covers.

9.5. If a payment fails, we may suspend the paid Services until payment is made, and we or the payment partner may retry the payment. If you initiate a chargeback or payment dispute that the card issuer or the payment partner resolves in our favour, we may suspend or close your Account and refuse future purchases.

9.6. Promotional prices, trial allowances and credits are offered at our discretion, may be limited to new customers, one per person or one per household, may be withdrawn at any time, and have no cash value.

9.7. Refunds are governed by the Refund Policy and by the payment partner’s terms, whichever gives you more.

10. Acceptable use

You agree not to, and not to help anyone else to:

• decompile, disassemble, reverse engineer or derive the source code of the Software or the Services, except to the extent the law expressly permits it regardless of this agreement;
• circumvent, disable or interfere with licence checks, consent gates, quarantine, allowances, rate limits or any other safety or security mechanism of the Products;
• access the Services other than through the Software, use automated means against the Services beyond what the Software itself does, or scrape, probe or overload the Website or the Services;
• use the Services to build, train or improve a competing product, dataset or model, or to extract the prompts, configuration or internal workings of the Services;
• resell, rent, lease, share, sublicense or transfer your licence, Account or subscription;
• use the Products to infringe anyone’s rights, including the rights of mod authors and the terms of Nexus Mods or of your game;
• upload or submit content that is unlawful, that you have no right to submit, or that contains malicious code;
• impersonate another person, misrepresent your affiliation with anyone, or use the Products for anything unlawful.

11. Intellectual property

11.1. The Software, the Services, the Website, and our names, logos, marks, designs, documentation and content belong to us or to our licensors and are protected by copyright, trademark and other laws. This agreement gives you no right, title or interest in them except the limited licences it expressly describes. All rights not expressly granted are reserved.

11.2. Mods, game files and other content you install are not ours and are not covered by section 11.1. We host no mods and no collections: a collection is a file on your computer that lists content by reference, and anything you publish goes to a site of your choosing. Notices about content on other sites go to those sites.

11.3. If you send us feedback, ideas or suggestions, you grant us, to the extent permitted by the law of your country, a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use them for any purpose without obligation, credit or payment to you.

11.4. You may not use our names or marks, or those of our Products, in a way that suggests endorsement or affiliation without our written permission, except to accurately identify the Products.

12. Third-party services

12.1. The Software connects, only when you use the relevant feature, to Nexus Mods, to the public repository of the LOOT masterlist, to our update feed, to the identity provider, to the payment partner, and, for the Services, to our service and through it to model providers. To find your game it reads local files and registry entries written by the game store you installed it from. Each of these has its own terms and privacy policy. We are not responsible for them, for their availability, or for changes they make.

12.2. Where the Software uses your account with a third party, it does so on your behalf and within that party’s rules. For example, it never automates downloads that Nexus Mods requires you to make yourself, and it never sends your Nexus Mods credentials to us.

12.3. The Products are not affiliated with, endorsed by or sponsored by Bethesda Softworks, ZeniMax Media, Nexus Mods, Valve, GOG, Epic Games, or any other game publisher, store or mod site. Game and mod names belong to their owners.

13. Availability and support

13.1. The Website, the update feed and the Services are provided as available. We may suspend, limit or withdraw them, in whole or in part, for maintenance, for security, because a third party we depend on changes or stops, or for any other reason, without liability to you. We do not promise any level of availability or response time.

13.2. The free features of the Software, including the assistant’s local checks, keep working without our service; only the paid Services depend on it.

13.3. Support is offered by email in English, on a reasonable-efforts basis, without a guaranteed response time.

14. Disclaimer of warranties

14.1. To the fullest extent permitted by law, the Products are provided “as is” and “as available”, with all faults and without warranty or condition of any kind, express, implied or statutory, including any warranty of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, accuracy, or that the Products will be uninterrupted, timely, secure, error-free, compatible with your system or your game, or safe for your data.

14.2. Without limiting the above: we do not warrant that any mod, game, tool or content will work with the Software; that a deployment, rollback, patch, translation or diagnosis will produce a particular result; or that model output will be accurate or fit for any purpose.

14.3. Some jurisdictions do not allow the exclusion of certain warranties. In that case the exclusions above apply to the extent permitted.

14.4. Descriptions on the Website and in the Software explain how the current build works and what it is designed to do. They are not warranties and do not extend this section beyond what the law requires.

15. Limitation of liability

15.1. To the fullest extent permitted by law, we and our licensors, suppliers and partners are not liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of data, saves, game installations, mods, profits, revenue, goodwill or anticipated savings, or for the cost of substitute products or services, arising from or related to the Products or this agreement, however caused and under any theory of liability, even if we were advised of the possibility of such damages.

15.2. To the fullest extent permitted by law, our total aggregate liability for all claims arising from or related to the Products or this agreement is limited to the greater of (a) the amount you paid for the Services, through the payment partner, in the twelve months before the event giving rise to the claim and (b) twenty US dollars. This limit applies to all claims together, not to each claim.

15.3. The exclusions and limits in this section apply regardless of whether a remedy fails of its essential purpose. They reflect the fact that the mod manager is offered without charge and that the Products work with files and content we do not control.

15.4. Nothing in this agreement excludes or limits liability that cannot be excluded or limited by law, including liability for death or personal injury caused by negligence, for gross negligence or wilful misconduct, for fraud or fraudulent misrepresentation, or for rights that consumer protection law grants you and that cannot be waived. If you are a consumer in a jurisdiction that gives you non-waivable rights, those rights are not affected.

16. Indemnification

To the fullest extent permitted by law, you will defend, indemnify and hold harmless Modsmith and its owners, staff, licensors and partners from and against third-party claims, and the damages, losses, liabilities, costs and expenses that result from them, including reasonable legal fees, to the extent they arise from your breach of section 10, from your use of the Products in violation of the law or of a third party’s rights or terms, or from content you install, submit or publish without the right to do so. This obligation does not cover a claim to the extent it is caused by our own negligence or breach. We may take over the defence of any matter subject to indemnification, and you agree to cooperate.

17. Term, suspension and termination

17.1. This agreement applies from your first use of a Product and continues until ended under this section.

17.2. You may end it at any time by uninstalling the Software, cancelling any subscription and deleting any Account.

17.3. We may suspend or end your licence, your Account, your subscription or your access to any Product at any time if you breach this agreement, if we reasonably believe your use creates a legal, security or reputational risk, if a third party we depend on requires it, or if we discontinue the Product. Where a breach can be cured, we will normally give you 14 days to cure it; for fraud, abuse, unlawful use, payment disputes resolved in our favour or security risks we may act immediately. We may also end this agreement for convenience on 30 days’ notice, in which case we refund the unused portion of any period you have already paid for, pro rata.

17.4. When this agreement ends, your licence to the Software ends, paid Services stop, and you are not entitled to a refund except as the Refund Policy, section 3.3, section 4.3 or section 17.3 provides. Your mods, game files, configuration and library stay on your computer.

17.5. Sections that by their nature should survive continue to apply after termination, including sections 6, 8.6, 8.7, 9.5, 11, 14, 15, 16, 17.4, 18, 20 and 21.

18. Sanctions and export controls

The Products may be subject to export control and sanctions laws. You must comply with them. You represent that you are not located in, and will not use the Products from, a country or territory subject to comprehensive sanctions, and that you are not on a restricted-party list maintained by the United States (including the OFAC lists), the European Union or the United Kingdom. We may restrict access to the Products from any territory at our discretion.

19. Notices

We may give notice by publishing on the Website, by displaying it in the Software, or by email to the address on your Account. You may give notice to us by email to the address in section 22. A notice published on the Website or displayed in the Software is effective when published or displayed; a notice sent by email is effective when received, and at the latest three days after it is sent to a valid address.

20. Governing law and disputes

20.1. This agreement, and any dispute arising from or related to it or the Products, is governed by the laws of the country in which we are established, without regard to its conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

20.2. Before starting formal proceedings, you agree to contact us at the address in section 22 with a description of the dispute and to try in good faith to resolve it with us for at least 30 days.

20.3. Subject to section 20.5, the courts of the country in which we are established have exclusive jurisdiction over any dispute arising from or related to this agreement or the Products.

20.4. To the fullest extent permitted by law, you and we agree that claims may be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective or representative proceeding.

20.5. If you are a consumer, nothing in this section deprives you of the protection of mandatory provisions of the law of the country where you live, or of the right to bring proceedings in the courts of that country where that law grants it.

20.6. We do not take part in dispute resolution proceedings before a consumer arbitration board and are not obliged to do so. The European Commission’s online dispute resolution platform is available to consumers in the European Union.

21. General

21.1. This agreement is the entire agreement between you and us about the Products and supersedes any earlier agreement or statement about them.

21.2. We may assign or transfer this agreement, in whole or in part, to an affiliate or to a successor in connection with a merger, acquisition, reorganisation or sale of assets, without your consent. You may not assign or transfer it or any right under it.

21.3. If any provision of this agreement is found unenforceable, it will be enforced to the maximum extent permitted and the rest of the agreement remains in force.

21.4. Our failure to enforce a provision is not a waiver of it. A waiver is effective only if in writing.

21.5. We are not liable for any delay or failure caused by events beyond our reasonable control, including the acts or omissions of third-party providers we depend on.

21.6. This agreement is written in English. Any translation is for convenience only; the English text prevails.

21.7. This agreement does not create a partnership, joint venture, agency or employment relationship, and confers no rights on any third party, except that the persons named in sections 15 and 16 may rely on those sections.

22. Contact

Questions about this agreement: [email protected]. Support: [email protected].