Terms of Services and Policies

These Terms of Use constitute a legally binding agreement between you, either personally or on behalf of an entity ("you") and Mello Inc. doing business as Mello ("Mello", "we", "us", or "our"), in connection with your access to and use of https://www.mello.so/ as well as any other related, linked or otherwise connected media, media channel, mobile website or mobile application (collectively, the "Site"). You agree that, by accessing the Site, you have read, understood and agree to all of these Terms of Use. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF USE, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND MUST IMMEDIATELY STOP USING THE SITE.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will provide you with notice of any changes by updating the "Last Updated" date on these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be bound by, and will be deemed to have been informed of and to have accepted, changes to the revised Terms of Use by your continued use of the Site after the date of posting of such revised Terms of Use. 

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or would subject us to any registration requirements in such jurisdiction or country. Accordingly, persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, to the extent local laws are applicable.

The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subject to such laws, you may not use this Site. You may not use the Site in a manner that violates the Gramm-Leach-Bliley Act (GLBA).

The Site is intended for users over the age of 18. Persons under the age of 18 are not authorized to use or register on the Site.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise noted, the Site is our property and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics on the Site (collectively, the "Content") and trademarks, the service marks and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by United States copyright and trademark laws and other intellectual property rights and unfair competition laws, international copyright laws and international conventions. The Content and Marks are provided on the Site "AS IS" for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site or any Content or Marks may be copied, reproduced, added to, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed or otherwise exploited for any commercial purpose, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print one copy of any portion of the Content that you have properly accessed solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in the Site, the Content and the Marks.

‍

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have legal capacity and agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Site for any unlawful or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

USER REGISTRATION

You may be asked to register with the Site. You agree to maintain the confidentiality of your password and will be responsible for all use of your account and password. We reserve the right to remove, reclaim or change a user name you select if we determine, in our sole discretion, that such user name is inappropriate, obscene or otherwise objectionable.

FEES AND PAYMENTS

We accept the following forms of payment:

- Visa

- Mastercard credit card

- American Express

- Discover

- ACH

You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete and accurate purchase and account information for all purchases made through the Site. In addition, you agree to promptly update account and payment information, including email address, payment method and payment card expiration date, so that we can complete your transactions and contact you when necessary. We bill you through an online billing account for purchases made through the Site. Sales tax will be added to the price of purchases as we deem necessary. We may change prices at any time. All payments will be made in U.S. dollars.

You agree to pay all charges or fees at the then-current prices for your purchases, and you authorize us to charge your chosen payment provider for any amounts when you make your purchase. If your purchase is subject to recurring charges, then you consent to us charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.

CANCELLATION

All purchases are non-refundable. You may cancel your subscription by contacting us using the contact information provided below. Cancellation will be effective at the end of the current payment period.

If you are not satisfied with our services, please email us at hello@mello.so.

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than the purpose for which we make it available. The Site may not be used in connection with any commercial activities except those that are specifically endorsed or approved by us. 

As a user of the Site, you agree not to:

1. Making any unauthorized use of the Site, including collecting usernames and/or e-mail addresses of users by electronic or other means for the purpose of sending unsolicited e-mails, or creating user accounts by automated means or under false pretenses.

2.  Circumvent, disable or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on use of the Site and/or the Content contained therein.

3.  Engaging in unauthorized framing of or linking to the Site.

4.  Cheat, defraud or deceive us and other users, especially in any attempt to learn sensitive account information, such as user passwords.

5.  Interfere with, disrupt or create an undue burden on the Site or networks or services connected to the Site.

6.  Misusing our support services or making false reports of abuse or misconduct.

7.  Attempting to impersonate another user or person or using another user's user name.

8.  Use any information obtained from the Site for the purpose of harassing, abusing or harming another person.

9.  Use the Site as part of any effort to compete with us or use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.

10.  Decrypt, decompile, disassemble or reverse engineer any of the software comprising or otherwise forming part of the Site.

11.  Attempt to circumvent any Site measures designed to prevent or restrict access to the Site, or any portion thereof.

12.  Harass, annoy, intimidate or threaten any of our employees or agents engaged in providing any part of the Site to you.

13.  Remove copyright or other proprietary notices from any Content.

14.  Copy or adapt software from the Site, including but not limited to Flash, PHP, HTML, JavaScript or other code.

15.  Upload or transmit (or attempt to upload or transmit) viruses, Trojan horses or other material, including excessive use of all capital letters and spam (continuous posting of repetitive text), that interferes with any party's uninterrupted use and enjoyment of the Site or that modifies, impairs, disrupts, interrupts, alters or interferes with the use, features, functions, operation or maintenance of the Site.

16.  Upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information gathering or transmission mechanism, including, without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").

17.  Except as a result of using a standard search engine or Internet browser, use, launch, develop or distribute any automated system, including, without limitation, any spider, robot, spoofing utility, scraper or offline reader that accesses the Site, or use or launch any unauthorized script or other software.

18.  Discredit, tarnish or damage, in our opinion, us and/or the Site.

19.  Use the Site in a manner inconsistent with any applicable law or regulation.

USER-GENERATED CONTRIBUTIONS

The Site may invite you to chat, contribute to or participate in blogs, message boards, online forums and other features, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or disseminate content and materials to us or on the Site, including, but not limited to, text, writings, video, audio, photographs, graphics, comments, suggestions or personal information or other material (collectively, "Contributions"). Contributions may be viewed by other users of the Site and through third party websites. Therefore, Contributions that you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contribution, you represent and warrant that:

1. The creation, distribution, transmission, public display or performance, as well as accessing, downloading or copying of your Contributions does not and will not infringe the proprietary rights, including but not limited to copyrights, patents, trademarks, trade secrets or moral rights of any third party.
2. You are the creator and owner or have the necessary licenses, rights, consents, releases and permissions to use and authorize us, the Site and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
3. You have the written consent, release and/or permission of each and every individual identifiable person in your Contributions to use the name or likeness of each and every such individual identifiable person to permit the inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
4. Your Contributions are not false, inaccurate or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, defamatory, libelous, slanderous or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, scorn, bully, or abuse anyone.
8. Your Contributions are not used to harass or threaten (within the legal meaning of those terms) any other person and to promote violence against a specific person or class of persons
9. Your Contributions do not violate any applicable law, regulation or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from any person under the age of 18 or that exploits persons under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any applicable law relating to child pornography, or intended to protect the health or welfare of minors.
13. Your Contributions do not include any offensive comments related to race, national origin, gender, sexual preference or physical disability.
14. Your Contributions do not violate, or link to material that violates, any provision of these Terms of Use or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

CONTRIBUTION LICENSE

By posting your Contributions anywhere on the Site, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully paid-up, worldwide right and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, re-title, archive, store, store, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part) and distribute such Contributions (including, without limitation, your image and voice) for any purpose whatsoever, commercially, in whole or in part, for any purpose whatsoever, store, store, publicly perform, publicly display, publicly perform, publicly display, reformat, translate, transmit, extract (in whole or in part) and distribute such Contributions (including, without limitation, their image and voice) for any purpose, commercial, advertising or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and to grant and authorize sublicenses of the foregoing. Use and distribution may occur in any format and through any communication channel.

This license shall apply to any form, medium or technology now known or hereafter developed, and includes our use of your name, company name and franchise name, as applicable, and any of the trademarks, service marks, trade names, trade dress, logos and personal and trade dress you provide. You waive all moral rights in your Contributions, and warrant that no moral rights in your Contributions have been asserted.

We do not assert any ownership of your Contributions. You retain full ownership of all your Contributions and any intellectual property or other proprietary rights associated with your Contributions. We are not responsible for any statements or representations in your Contributions provided by you in any area of the Site. You are solely responsible for your Contributions to the Site and you expressly agree to hold us harmless and refrain from taking any legal action against us in connection with your Contributions.  

We have the right, in our sole and absolute discretion, (1) to edit, redact or otherwise change any Contribution; (2) to re-categorize any Contribution to place it in more appropriate locations on the Site; and (3) to pre-screen or remove any Contribution at any time and for any reason, without prior notice. We have no obligation to monitor your Contributions. 

GUIDELINES FOR REVISIONS

We may offer you areas on the Site to leave reviews or ratings. When posting a review, you must meet the following criteria: (1) you must have first-hand experience with the person/entity being reviewed; (2) your reviews must not contain offensive profanity, abusive, racist, offensive or hateful language; (3) your reviews must not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation or disability; (4) your reviews must not contain references to illegal activities; (5) you must not be affiliated with a competitor if you post negative reviews; (6) you must not draw conclusions about the legality of conduct; (7) you may not post false or misleading statements; and (8) you may not organize a campaign that encourages others to post reviews, whether positive or negative.

We may accept, reject or remove reviews at our sole discretion. We are under no obligation to review reviews or remove them, even if someone finds them objectionable or inaccurate. Opinions are not endorsed by us and do not necessarily represent our opinions or those of any of our affiliates or partners. We assume no responsibility for any review or for any claim, liability or loss resulting from any review. By posting a review, you hereby grant us a perpetual, non-exclusive, worldwide, royalty-free, fully paid-up, assignable and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform and/or distribute all content related to the reviews.

LICENSE FOR MOBILE APPLICATIONS

License of use

‍

If you access the Site through a mobile application, we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the mobile application on wireless electronic devices owned or controlled by you, and to access and use the mobile application on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Terms of Use. You may not: (1) decompile, reverse engineer, disassemble, attempt to derive the source code or decipher the App; (2) make any modification, adaptation, enhancement, improvement, translation or derivative work of the App; (3) violate any applicable law, rule or regulation in connection with your access to or use of the App; (4) remove, alter or obscure any proprietary notices (including any copyright or trademark notices) posted by us or the licensors of the App; (5) use the App for any revenue-generating endeavor, commercial enterprise or other purpose for which it is not designed or intended; (6) make the App available over a network or other environment that allows access or use by multiple devices or users at the same time; (7) use the App to create a product, service or software that, directly or indirectly, competes with or otherwise replaces the App; (8) use the App to send automated queries to any website or to send any unsolicited commercial email; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing or distribution of any application, accessory or device for use with the App.

Apple and Android devices

The following terms apply when you use a mobile application obtained from the Apple Store or Google Play (each an "App Reseller") to access the Site: (1) the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device using the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Reseller's terms of service; (2) we are responsible for providing any maintenance and support services with respect to the Mobile App as specified in the terms and conditions of this Mobile App License contained in these Terms of Use or as otherwise required under applicable law, and you acknowledge that each App Reseller has no obligation to provide any maintenance and support services with respect to the Mobile App; (3) in the event that the Mobile App fails to conform to any applicable warranty, you may notify the applicable Application Distributor, and the Application Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the Mobile App, and to the maximum extent permitted by applicable law, the Application Distributor shall have no further warranty obligations with respect to the Mobile App; (4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, (ii) you are not located in a country that is subject to a U.S. government embargo, and (iii) you represent and warrant that you are not located in a country that is subject to a U.S. government embargo, and (iv) you are not located in a country that is subject to a U.S. government embargo.(4) you represent and warrant that (i) you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a "terrorist supporting" country, and (ii) you are not included on any U.S. government list of prohibited or restricted parties; (5) you must comply with applicable third party agreement terms when using the mobile application, for example if you have a VoIP application, then you must not violate your wireless data service agreement when using the mobile application; and (6) you acknowledge and agree that the Application Resellers are third party beneficiaries of the terms and conditions of this Mobile Application License contained in these Terms of Use, and that each Application Reseller shall have the right (and shall be deemed to have accepted the right) to enforce the terms and conditions of this Mobile Application License contained in these Terms of Use against you as a third party beneficiary thereof.

PRESENTATIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information relating to the Site ("Submissions") that you provide to us is non-confidential and shall become our sole property. We shall have exclusive rights, including all intellectual property rights, and shall be entitled to unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights in such Submissions, and warrant that such Submissions are your original Submissions or that you have the right to submit such Submissions. You agree that there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

THIRD PARTY WEBSITES AND CONTENT

The Site may contain (or may be sent to you through the Site) links to other websites ("Third Party Websites"), as well as articles, photographs, text, graphics, images, designs, music, sound, video, information, applications, software and other content or items owned by or originating from third parties ("Third Party Content"). We do not investigate, monitor or check the accuracy, appropriateness or completeness of such third party websites, and we are not responsible for any third party websites accessed through the Site or any third party content posted on, made available on or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of third party websites or third party content. Inclusion of, linking to, or permitting the use or installation of, Third Party Websites or Third Party Content does not imply approval or endorsement of them by us. If you decide to leave the Site and access the Third Party Websites or use or install any Third Party Content, you do so at your own risk, and you should be aware that these Terms of Use no longer apply. You should review the applicable terms and policies, including privacy and data collection practices, of any website you navigate to from the Site or in connection with any application you use or install from the Site. Any purchases you make through third party websites will be through other websites and other companies, and we assume no liability in connection with such purchases, which are solely between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on third party websites and you release us from any damages caused by your purchase of such products or services. You further release us from any loss you suffer or damage caused to you in connection with any Third Party Content or any contact with the Third Party Websites, or resulting in any way.

RIGHTS OF THE UNITED STATES GOVERNMENT

Our services are "commercial items" as defined in Federal Acquisition Regulation ("FAR") 2.101. If our services are procured by or on behalf of any agency outside the Department of Defense ("DOD"), our services are subject to the terms of these Terms of Use in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our services are procured by or on behalf of any agency within the Department of Defense, our services are subject to the terms of these Terms of Use in accordance with Defense Federal Acquisition Regulation ("DFARS") 227.72023. In addition, DFARS 252.2277015 applies to DOD-acquired technical data. This U.S. Government rights clause supersedes and replaces any other FAR, DFARS, or other clause or provision addressing the Government's rights in computer software or technical data under these Terms of Use.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including, without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice or liability, remove from the Site or otherwise disable all files and content that are excessive in size or otherwise a burden on our systems; and (5) otherwise manage the Site in a manner that protects our rights and property and facilitates the proper operation of the Site.

PRIVACY POLICY

We care about privacy and data security. Please review our Privacy Policy: https://www.mello.so/privacy-policy. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please note that the Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing the collection, use or disclosure of personal data that differ from applicable laws in the United States, through your continued use of the Site, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.

COPYRIGHT INFRINGEMENT

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes any copyright that you own or control, please notify us immediately using the contact information provided below (a "Notification"). A copy of your Notification will be sent to the person who posted or stored the material to which the Notification relates. Please note that, under applicable law, you may be held liable for damages if you make false statements in a Notification. Therefore, if you are unsure whether material located on or linked to by the Site infringes your copyright, you should first consider contacting an attorney.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TO DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANYONE FOR ANY REASON OR NO REASON, INCLUDING, WITHOUT LIMITATION, BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS OF USE OR ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OF OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION YOU HAVE POSTED AT ANY TIME, WITHOUT NOTICE, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a false or borrowed name, or the name of a third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including, without limitation, civil, criminal and injunctive prosecution.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify or delete content on the Site at any time or for any reason, at our sole discretion and without prior notice. However, we have no obligation to update the information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Site. 

We cannot guarantee that the Site will be available at all times. We may experience hardware, software or other problems or may need to perform maintenance in connection with the Site, resulting in interruptions, delays or errors. We reserve the right to change, revise, update, suspend, discontinue, interrupt or modify the Site at any time or for any reason without notice to you. You agree that we have no liability for any loss, damage or inconvenience caused by your inability to access or use the Site during any downtime or interruption of the Site. Nothing in these Terms of Use shall be construed as an obligation to maintain and support the Site or to provide any corrections, updates or postings related to the Site.

APPLICABLE LAWS

These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the State of California applicable to agreements entered into and to be performed entirely within the State of California, without regard to its conflict of laws principles.

CONFLICT RESOLUTION

Binding arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except for Disputes expressly excluded below) will be resolved finally and exclusively by binding arbitration. YOU UNDERSTAND THAT, WITHOUT THIS PROVISION, YOU WOULD BE ENTITLED TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be initiated and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, if applicable, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available on the AAA's website at www.adr.org. Your arbitration fees and your share of the arbitrator's compensation will be governed by the AAA Consumer Rules and, if any, will be limited by the AAA Consumer Rules. The arbitration may be conducted in person, by submission of documents, by telephone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Unless otherwise required by AAA rules or applicable law, the arbitration shall take place in Orange, California. Except as otherwise provided, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award rendered by the arbitrator.

If, for any reason, a dispute is submitted to a court rather than to arbitration, the dispute shall be commenced or heard in the state and federal courts in San Diego, California, and the Parties agree and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to the venue and jurisdiction of such state and federal courts. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) are excluded from these Terms of Use.

In no event shall any Dispute brought by either Party relating in any way to the Site be commenced more than one (1) year after the cause of action arose. If this provision is held to be illegal or unenforceable, then neither Party shall elect arbitration of any Dispute falling within the portion of this provision held to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other person.

Exceptions to arbitration

The Parties agree that the following Disputes are not subject to the foregoing provisions regarding binding arbitration (a) any Dispute seeking to enforce or protect, or relating to the validity of, any of a Party's intellectual property rights; (b) any Dispute relating to, or arising out of, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief. If this provision is held illegal or unenforceable, neither Party shall elect to arbitrate any Dispute falling within the portion of this provision held illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of such court.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies or omissions, including descriptions, pricing, availability and other miscellaneous information. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information on the Site at any time, without notice.

DISCLAIMER

THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SITE AND YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT OR REPRESENT THE ACCURACY OR COMPLETENESS OF THE CONTENT OF THE SITE OR THE CONTENT OF ANY WEB SITE LINKED TO THE SITE AND WILL NOT ASSUME ANY LIABILITY FOR (1) ERRORS, MISTAKES OR INACCURACIES IN THE CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY PERSONAL AND/OR FINANCIAL INFORMATION STORED THEREON, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE SITE. WE DO NOT ENDORSE, WARRANT OR ASSUME RESPONSIBILITY FOR ANY PRODUCTS OR SERVICES ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY PRODUCT OR SERVICE PROVIDER. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

‍

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUES, LOST DATA OR OTHER DAMAGES ARISING OUT OF YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, SHALL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO THE OCCURRENCE OF ANY CAUSE OF ACTION. SOME U.S. STATE AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify and hold us, including our subsidiaries, affiliates and all of our respective officers, agents, partners and employees, harmless from and against any loss, damage, liability, claim or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) your use of the Site; (3) your breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of any third party's rights, including, without limitation, intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you have connected through the Site. Without limiting the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any claim, action or proceeding subject to this indemnification as soon as we become aware of it. 

‍

USER DATA

We will maintain certain data that you transmit to the Site in order to manage the performance of the Site, as well as data relating to your use of the Site. Although we regularly back up data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of such data, and you hereby waive any right of action against us arising out of any loss or corruption of such data 

ELECTRONIC COMMUNICATIONS, TRANSACTIONS AND SIGNATURES

Visiting the Site, sending e-mails and filling out online forms constitute electronic communications. You consent to receive electronic communications, and agree that all agreements, notices, disclosures and other communications that we provide to you electronically, through e-mail and the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY CONSENT TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS, AND TO THE ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR THROUGH THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws of any jurisdiction requiring an original signature or the delivery or retention of non-electronic records, or payments or the granting of credit by any means other than electronically. 

‍

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you may contact the Complaint Assistance Unit of the Consumer Services Division of the California Department of Consumer Affairs in writing at 1625 North Market Blvd, Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

VARIOUS

These Terms of Use and any policies or operating rules posted by us on the Site or with respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use apply to the fullest extent permitted by law. We may assign any or all of our rights and obligations to others at any time. We will not be liable for any loss, damage, delay or failure to act caused by any cause beyond our reasonable control. If any provision or portion of a provision of these Terms of Use is determined to be unlawful, void or unenforceable, such provision or portion thereof shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. No joint venture, partnership, employment or agency relationship is created between you and us as a result of these Terms of Use or your use of the Site. You agree that these Terms of Use shall not be construed against us by reason of our drafting them. You hereby waive any defenses you may have based on the electronic form of these Terms of Use and the failure of the parties to sign and execute these Terms of Use. 

Last update: May 6, 2023

Thank you for choosing to be part of our community at Mello Inc. doing business as Mello ("Mello", "we", "us", "our"). We are committed to protecting your personal information and your right to privacy. If you have any questions or concerns about this privacy notice, or about our practices with respect to your personal information, please contact us at hello@mello.so.

When you visit our website https://www.mello.so/ (the "Website"), and more generally, use any of our services (the "Services", which include the Website), we thank you for trusting us with your personal information. We take your privacy seriously. In this privacy notice, we try to explain as clearly as possible what information we collect, how we use it and what rights you have in relation to it. We hope you will take the time to read it carefully, as it is important. If there is anything in this privacy notice with which you do not agree, please stop using our services immediately.

This privacy notice applies to all information collected through our services (which, as described above, includes our website), as well as any related services, sales, marketing or events.

Please read this privacy notice carefully, as it will help you understand what we do with the information we collect.

TABLE OF CONTENTS

1. WHAT INFORMATION DO WE COLLECT?

2. HOW DO WE USE YOUR INFORMATION?

3. WILL YOUR INFORMATION BE SHARED WITH ANYONE?

4. DO WE USE COOKIES AND OTHER TRACKING TECHNOLOGIES?

5. HOW DO WE MANAGE YOUR SOCIAL NETWORK ACCESS DATA?

6. IS YOUR INFORMATION TRANSFERRED INTERNATIONALLY?

7. HOW LONG DO WE KEEP YOUR DATA?

8. HOW DO WE MAINTAIN THE SECURITY OF YOUR INFORMATION?

9. DO WE COLLECT INFORMATION FROM MINORS?

10. WHAT ARE YOUR PRIVACY RIGHTS?

11. CONTROLS FOR NON-MONITORING FUNCTIONS

12. DO CALIFORNIA RESIDENTS HAVE SPECIFIC PRIVACY RIGHTS?

13. IS THIS NOTICE UPDATED?

14. HOW CAN YOU CONTACT US REGARDING THIS NOTICE?

15. HOW CAN YOU REVIEW, UPDATE OR DELETE THE DATA WE COLLECT FROM YOU?

1. WHAT INFORMATION DO WE COLLECT?

Personal information you disclose to us

In short: We collect the personal information you provide to us.

We collect personal information that you voluntarily provide to us when you register on the Website, when you express interest in obtaining information about us or our products and services, when you participate in activities on the Website (for example, by posting messages in our online forums or entering contests, sweepstakes or sweepstakes) or when you contact us.

The personal information we collect depends on the context of your interactions with us and the website, the choices you make, and the products and features you use. The personal information we collect may include the following:

Personal Information Provided by You. We collect names, phone numbers, email addresses, postal addresses, job titles, user names, passwords, contact preferences, contact or authentication data, billing addresses, debit/credit card numbers and other similar information.

Payment Information. We may collect data necessary to process your payment if you make purchases, such as your payment instrument number (such as a credit card number) and the security code associated with your payment instrument. All payment data is stored by Stripe. You can find the link to their privacy notice here: https://stripe.com/privacy.

Social Media Access Data. We may offer you the option to register with us using your social media account data, such as your Facebook, Twitter or other social media account. If you choose to register in this way, we will collect the information described in the section entitled "HOW WE PROCESS YOUR SOCIAL MEDIA LOGIN DATA" below.

All personal information you provide to us must be true, complete and accurate, and you must notify us of any changes to such personal information.

Automatically collected information

In short: Certain information - such as your Internet Protocol (IP) address and/or the characteristics of your browser and device - is automatically collected when you visit our website.

We automatically collect certain information when you visit, use or browse the website. This information does not reveal your specific identity (such as your name or contact information), but may include device and usage information, such as your IP address, browser and device characteristics, operating system, language preferences, referring URLs, device name, country, location, information about how and when you use our website, and other technical information. This information is necessary primarily to maintain the security and operation of our website, and for our internal reporting and analysis purposes.

Like many companies, we also collect information through cookies and similar technologies.

The information we collect includes:

• Log and Usage Data. Log and usage data is service-related, diagnostic, usage and performance information that our servers automatically collect when you access or use our website and that we record in log files. Depending on how you interact with us, this log data may include your IP address, device information, browser type and settings, as well as information about your activity on the website (such as date/time stamps associated with your usage, pages and files viewed, searches and other actions you perform, such as the features you use), information about device events (such as system activity, error reports (sometimes called 'crash dumps') and hardware configuration).

• Device Data. We collect device data, such as information about your computer, phone, tablet or other device you use to access the Website. Depending on the device used, this device data may include information such as your IP address (or proxy server), device and application identification numbers, location, browser type, hardware model, Internet service provider and/or mobile carrier, operating system and system configuration information.

• Location Data. We collect location data, such as information about the location of your device, which may be accurate or inaccurate. The amount of information we collect depends on the type and configuration of the device you use to access the website. For example, we may use GPS and other technologies to collect geolocation data that tells us your current location (based on your IP address). You may opt out of allowing us to collect this information by either declining access to the information or disabling the location settings on your device. Please note, however, that if you opt out, you may not be able to use certain aspects of the Services.

Information gathered from other sources

In summary: We may collect limited data from public databases, marketing partners, social media platforms and other external sources.

In order to enhance our ability to provide you with relevant marketing, offers and services and to update our records, we may obtain information about you from other sources, such as public databases, joint marketing partners, affiliate programs, data providers, social media platforms, as well as other third parties. This information includes postal addresses, job titles, email addresses, phone numbers, intent data (or user behavior data), Internet Protocol (IP) addresses, social media profiles, social media URLs, and personalized profiles, for the purposes of targeted advertising and event promotion. If you interact with us on a social media platform using your social media account (e.g., Facebook or Twitter), we receive personal information about you such as your name, email address and gender. The personal information we collect from your social media account depends on the privacy settings of your social media account.

2. HOW DO WE USE YOUR INFORMATION?

In summary: We process your information for purposes based on legitimate business interests, performance of our contract with you, compliance with our legal obligations and/or your consent.

We use personal information collected through our website for a number of business purposes described below. We process your personal information for these purposes based on our legitimate business interests, to enter into or perform a contract with you, with your consent, and/or to comply with our legal obligations. We set out below the specific processing grounds on which we rely in conjunction with each purpose.

We use the information we collect or receive:

• To facilitate the account creation and login process. If you choose to link your account with us to a third party account (such as your Google or Facebook account), we use the information you allowed us to collect from those third parties to facilitate the account creation and login process for contract performance. See the section entitled "HOW WE MANAGE YOUR SOCIAL LOGINS" for more information.

• Posting testimonials. We post testimonials on our website that may contain personal information. Before posting a testimonial, we will obtain your consent to use your name and the content of the testimonial. If you wish to update or remove your testimonial, please contact us at hello@mello.so and be sure to include your name, location of the testimonial and contact information.

• Soliciting Feedback. We may use your information to solicit feedback and contact you about your use of our website.

• To enable user-to-user communications. We may use your information to enable user-to-user communications with each user's consent.

• To manage user accounts. We may use your information to manage our account and keep it up and running.

• To send you administrative information. We may use your personal data to send you information about products, services and new features and/or information about changes to our terms, conditions and policies.

• To protect our services. We may use your information as part of our efforts to keep our website safe and secure (for example, for fraud monitoring and prevention).

• To enforce our terms, conditions and policies for business purposes, to comply with legal and regulatory requirements or in connection with our contract.

• To respond to legal requests and prevent harm. If we receive a subpoena or other legal request, we may need to inspect the information we have to determine how to respond.

• Fulfill and manage your orders. We may use your information to fulfill and manage your orders, payments, returns and exchanges made through the website.

• Administer sweepstakes and contests. We may use your information to administer sweepstakes and contests when you choose to enter our contests.

• To offer and facilitate the provision of services to the user. We may use your information to provide you with the requested service.

• To respond to user inquiries and provide assistance. We may use your information to respond to your inquiries and resolve any potential problems you may have with your use of our Services.

• To send you marketing and promotional communications. We and/or our third party marketing partners may use the personal information you submit to us for our marketing purposes, if this is in accordance with your marketing preferences. For example, when you express interest in obtaining information about us or our website, subscribe to marketing or otherwise contact us, we will collect personal information from you. You may opt out of receiving marketing emails from us at any time (see "WHAT ARE YOUR PRIVACY RIGHTS?" section below).

• To provide you with targeted advertising. We may use your information to develop and display customized content and advertising (and work with third parties who do so) tailored to your interests and/or location and to measure its effectiveness.

3. WILL YOUR INFORMATION BE SHARED WITH ANYONE?

In short: We only share information with your consent, to comply with laws, to provide services to you, to protect your rights, or to fulfill business obligations.

We may process or share the data we hold based on the following legal grounds:

• Consent: We may process your data if you have given us your specific consent to use your personal information for a specific purpose.

• Legitimate Interests: We may process your data when reasonably necessary to achieve our legitimate business interests.

• Performance of a contract: Where we have entered into a contract with you, we may process your personal data in order to fulfill the terms of our contract.

• Legal Obligations: We may disclose your information when we are legally compelled to do so to comply with applicable law, governmental requests, a judicial proceeding, court order, or legal process, such as in response to a court order or subpoena (including in response to public authorities to meet national security or law enforcement requirements).

• Vital Interests: We may disclose your information when we believe it is necessary to investigate, prevent, or take action regarding possible violations of our policies, suspected fraud, situations involving potential threats to the safety of any person and illegal activities, or as evidence in litigation in which we are involved.

More specifically, we may need to process your data or share your personal information in the following situations:

• Business Transfers. We may share or transfer your information in connection with, or during negotiations of, any merger, sale of company assets, financing or acquisition of all or a portion of our business to another company.

• Business Partners. We may share your information with our business partners to offer you certain products, services or promotions.

• Other Users. When you share personal information (for example, by posting comments, contributions or other content on the website) or otherwise interact with public areas of the website, such personal information may be viewed by all users and may be publicly available outside of the website in perpetuity. If you interact with other users of our website and register on our website through a social network (such as Facebook), your contacts on the social network will see your name, profile picture and description of your activity. Similarly, other users will be able to see descriptions of your activity, communicate with you within our website and view your profile.

4. DO WE USE COOKIES AND OTHER TRACKING TECHNOLOGIES?

In summary: We may use cookies and other tracking technologies to collect and store your information.

We may use cookies and similar tracking technologies (such as web beacons and pixels) to access or store information. Specific information about how we use such technologies and how you can refuse certain cookies is set out in our Cookie Notice.

5. HOW DO WE MANAGE YOUR SOCIAL NETWORK ACCESS DATA?     

In summary: If you choose to register or log in to our services using a social media account, we may have access to certain information about you.

Our website offers you the possibility to register and log in using your third-party social media account data (such as your Facebook or Twitter login data). If you choose to do so, we will receive certain information about your profile from your social network provider. The profile information we receive may vary depending on the social media provider in question, but will often include your name, email address, friends list, profile picture, as well as other information you choose to make public on that social media platform.

We will use the information we receive only for the purposes described in this privacy notice or as otherwise disclosed to you on the applicable website. Please note that we do not control, and are not responsible for, other uses of your personal information by your social media provider. We recommend that you review their privacy notice to understand how they collect, use and share your personal information, and how you can set your privacy preferences on their sites and applications.

6. IS YOUR INFORMATION TRANSFERRED INTERNATIONALLY?     

In short: We may transfer, store and process your information in countries other than your own.

Our servers are located in the United States. If you access our Website from outside the United States, please be aware that your information may be transferred to, stored and processed by us at our facilities and by those third parties with whom we may share your personal information (see "WILL YOUR INFORMATION BE SHARED WITH ANYONE?" above), in the United States and in other countries.

If you reside in the European Economic Area (EEA) or the United Kingdom (UK), these countries may not necessarily have data protection or other similar laws as comprehensive as those in your country. Nevertheless, we will take all necessary steps to protect your personal information in accordance with this privacy notice and applicable law.

Binding corporate standards:

These include a set of Binding Corporate Rules ("BCRs") established and implemented by Mello Inc. Our BCRs have been recognized by the EEA and UK data protection authorities as providing an adequate level of protection for the personal information we process internationally. 

7. HOW LONG DO WE KEEP YOUR DATA?

In summary: We retain your information for as long as necessary to fulfill the purposes outlined in this privacy notice, unless otherwise required by law.

We will only retain your personal information for as long as is necessary for the purposes set forth in this privacy notice, unless a longer retention period is required or permitted by law (such as tax, accounting or other legal requirements). None of the purposes of this notice will require us to retain your personal information for more than thirty-six (36) months after the termination of the user's account.

Where we have no legitimate business need to process your personal information, we will delete or anonymize such information or, if this is not possible (for example, because your personal information has been stored in backup files), we will securely store your personal information and isolate it from further processing until such time as deletion is possible.

8. HOW DO WE MAINTAIN THE SECURITY OF YOUR INFORMATION?

In short: Our goal is to protect your personal information through a system of organizational and technical security measures.

We have implemented appropriate technical and organizational security measures designed to protect the security of any personal information we process. However, despite our safeguards and efforts to secure your information, no electronic transmission over the Internet or information storage technology can be guaranteed to be 100% secure, so we cannot promise or guarantee that hackers, cyber criminals or other unauthorized third parties will not be able to defeat our security and improperly collect, access, steal or modify your information. Although we will do our best to protect your personal information, transmission of personal information to and from our website is at your own risk. You should only access the website in a secure environment.

9. DO WE COLLECT INFORMATION FROM MINORS?

In short: We do not knowingly collect or market data from children under the age of 18.

We do not knowingly solicit or market to children under the age of 18. By using the Website, you represent that you are at least 18 years of age or that you are the parent or guardian of such minor and consent to such dependent minor's use of the Website. If we learn that personal data has been collected from users under the age of 18, we will deactivate the account and take reasonable steps to promptly delete such data from our records. If you become aware that we have collected data from children under the age of 18, please contact us at hello@mello.so.

10. WHAT ARE YOUR PRIVACY RIGHTS?

In summary: In some regions, such as the European Economic Area (EEA) and the United Kingdom (UK), you have rights that allow you greater access to and control over your personal information. You may review, modify or cancel your account at any time.

In some regions (such as the EEA and the UK), you have certain rights under applicable data protection laws. These may include the right to (i) request access to and obtain a copy of your personal information; (ii) request rectification or erasure; (iii) restrict the processing of your personal information; and (iv) if applicable, to data portability. In certain circumstances, you may also have the right to object to the processing of your personal information. To make such a request, please use the contact details provided below. We will consider and act on any such request in accordance with applicable data protection laws.

If we rely on your consent to process your personal information, you have the right to withdraw your consent at any time. However, please note that this will not affect the lawfulness of the processing prior to your withdrawal, nor the processing of your personal information carried out on the basis of lawful grounds of processing other than consent.

If you are resident in the EEA or the UK and believe that we are unlawfully processing your personal data, you also have the right to lodge a complaint with the data protection supervisory authority in your country. You can find their contact details here: http://ec.europa.eu/justice/data-protection/bodies/authorities/index_en.htm.

If you reside in Switzerland, the contact details of the data protection authorities are available here: https://www.edoeb.admin.ch/edoeb/en/home.html.

If you have questions or comments about your privacy rights, you can email us at hello@mello.so.

Account information

If at any time you wish to review or change your account information or cancel your account, you may do so:

• Access your account settings and update your user account.

• Please contact us using the contact information provided.

When you request cancellation of your account, we will deactivate or delete your account and information from our active databases. However, we may retain some of the information in our files to prevent fraud, troubleshoot problems, assist in any investigation, enforce our terms of use and/or comply with applicable legal requirements.

Cookies and similar technologies: Most web browsers are set to accept cookies by default. If you prefer, you can usually choose to set your browser to delete cookies and to refuse cookies. If you choose to delete cookies or refuse cookies, this may affect certain features or services on our website. To opt out of interest-based advertising from advertisers on our website, please visit http://www.aboutads.info/choices/.

How to unsubscribe from email marketing: You may unsubscribe from our email marketing list at any time by clicking on the unsubscribe link in the emails we send you or by contacting us using the details below. However, we may continue to communicate with you, for example, to send you service-related emails that are necessary for the administration and use of your account, to respond to service requests, or for other non-marketing purposes. To opt-out otherwise, you may do so:

• Access your account settings and update your preferences.

• Please contact us using the contact information provided.

11. CONTROLS FOR NON-MONITORING FUNCTIONS

Most web browsers and some operating systems and mobile applications include a Do-Not-Track ("DNT") feature or setting that you can enable to signal your privacy preference not to have data about your online browsing activities monitored and collected. At this time, a uniform technological standard for recognizing and applying DNT signals has not been established. Therefore, we do not currently respond to browser DNT signals or any other mechanism that automatically communicates your choice not to be tracked online. If a standard for online tracking is adopted that we must follow in the future, we will inform you of that practice in a revised version of this privacy notice. 

12. DO CALIFORNIA RESIDENTS HAVE SPECIFIC PRIVACY RIGHTS?

In summary: Yes, if you are a California resident, you are granted specific rights regarding access to your personal information.

California Civil Code Section 1798.83, also known as the "Shine The Light" law, permits our users who are California residents to request and obtain from us, once a year and free of charge, information about the categories of personal information (if any) that we disclose to third parties for their direct marketing purposes and the names and addresses of all third parties with whom we shared personal information in the immediately preceding calendar year. If you are a California resident and would like to make such a request, please submit your request in writing to us using the contact information below.

If you are under 18 years of age, reside in California and have a registered account on the website, you have the right to request deletion of unwanted data that you post on the website. To request deletion of such data, please contact us using the contact information provided below, and include the email address associated with your account and a statement that you reside in California. We will ensure that the data is not publicly displayed on the website, but please note that the data may not be completely or comprehensively removed from all of our systems (e.g., backups, etc.).

CCPA Privacy Notice

The California Code of Regulations defines "resident" as:

(1) any individual who is in the State of California for other than a temporary or transitory purpose and

(2) any natural person domiciled in the State of California who is outside the State of California on a temporary or transient basis

All other individuals are defined as "non-residents".

If this definition of "resident" applies to you, we must respect certain rights and obligations regarding your personal information.

What categories of personal information do we collect?

Over the past twelve (12) months we have collected the following categories of personal information:

‍

We may also collect other personal data outside of these categories where you interact with us in person, online or by telephone or mail in the context of:

• Receive help through our customer service channels;

• Participation in customer surveys or contests; and

• To facilitate the provision of our Services and to respond to your inquiries.

How do we use and share your personal information?

You can find more information about our data collection and sharing practices in this privacy notice.

You may contact us by e-mail at hello@mello.so, or by using the contact information at the end of this document.

If you use an authorized agent to exercise your opt-out right, we may deny a request if the authorized agent does not provide proof that it has been validly authorized to act on your behalf.

Will your information be shared with anyone else?

We may disclose your personal information to our service providers pursuant to a written contract between us and each service provider. Each service provider is a for-profit entity that processes information on our behalf.

We may use your personal data for our own business purposes, such as conducting internal research for technology development and demonstration. This is not considered "selling" your personal data.

Mello Inc. has not disclosed or sold any personal information to third parties for business or commercial purposes in the past 12 months. Mello Inc. will not in the future sell personal information pertaining to web site visitors, users and other consumers.

Your rights regarding your personal data

Right to request deletion of data - Request for deletion

You may request deletion of your personal information. If you ask us to delete your personal information, we will honor your request and delete your personal information, subject to certain exceptions provided by law, such as (but not limited to) the exercise by another consumer of their right to freedom of expression, our compliance requirements arising from a legal obligation, or any processing that may be necessary to protect against illegal activities.

Right to be informed - Request for information

Depending on the circumstances, you have the right to know:

• whether we collect and use your personal information;

• the categories of personal information we collect;

• the purposes for which the personal information collected is used;

• if we sell your personal information to third parties;

• the categories of personal information we sold or disclosed for marketing purposes;

• the categories of third parties to whom the personal information was sold or disclosed for commercial purposes; and

• the business or commercial purpose of collecting or selling personal information.

In accordance with applicable law, we are not required to provide or delete consumer information that is de-identified in response to a consumer request or to re-identify individual data to verify a consumer request.

Right to nondiscrimination in the exercise of the consumer's right to privacy

We will not discriminate against you if you exercise your privacy rights.

Verification process

Upon receipt of your request, we will need to verify your identity to determine that you are the same person about whom we have information in our system. These verification tasks require us to ask you for information so that we can match it with information you have previously provided to us. For example, depending on the type of request you submit, we may ask you to provide certain information so that we can match the information you provide with information we already have on file, or we may contact you via a method of communication (e.g., phone or email) that you have previously provided to us. We may also use other methods of verification depending on the circumstances.

We will only use the personal information provided in your request to verify your identity or your authority to make the request. To the extent possible, we will avoid asking you for additional information for verification purposes. However, if we are unable to verify your identity from the information we already maintain, we may ask you to provide additional information in order to verify your identity, and for security or fraud prevention purposes. We will delete such additional information as soon as we finish verifying it.

Other privacy rights

• you can object to the processing of your personal data

• you may request the rectification of your personal data if it is incorrect or no longer relevant, or request that the processing of the data be restricted

• You may appoint an authorized agent to make an application on your behalf under the CCPA. We may deny an application by an authorized agent who fails to provide evidence that he or she has been validly authorized to act on your behalf under the CCPA.

• you may request to opt-out of the future sale of your personal information to third parties. When we receive an opt-out request, we will respond to it as soon as possible, but no later than 15 days from the date the request is submitted.

To exercise these rights, you can contact us by e-mail at hello@mello.so, or by referring to the contact details at the end of this document. If you have any complaints about the processing of your data, we would like to hear from you.  

13. IS THIS NOTICE UPDATED?     

In summary: Yes, we will update this notice when necessary to continue to comply with applicable laws.

We may update this privacy notice from time to time. The updated version will be indicated by an updated "Revision" date and the updated version will be effective as soon as it is accessible. If we make material changes to this privacy notice, we may notify you by posting a notice of such changes in a prominent location or by sending you a notice directly. We encourage you to review this privacy notice frequently to stay informed about how we are protecting your information.

14. HOW CAN YOU CONTACT US REGARDING THIS NOTICE?     

If you have any questions or comments about this notice, you may send us an e-mail at hello@mello.so

15. HOW CAN YOU REVIEW, UPDATE OR DELETE THE INFORMATION WE COLLECT FROM YOU?     

Depending on the applicable law in your country, you may have the right to request access to, change or delete the personal information we collect from you in some circumstances. To request to review, update or delete your personal information, please visit https://www.mello.so/.

‍

This document constitutes an agreement between you (as “User”) and Mello Inc. (“Mello”) for the software and services referenced on your executed Order Form (the “Services”). Before you subscribe to Mello services you must read and accept the terms of this Software-as-a-Service Agreement (the “Terms”) as well as the Mello Privacy Policy.

The Terms provide a variety of important information, including the following:

• A description of the Services provided by Mello
• How you will pay for those Services
• How and when your Subscription for Services can be stopped
• How Mello makes changes to these Terms
• Limitations on liability that may be imposed on Mello
• A waiver of class action claims and procedures for how to resolve any disputes with Mello

‍

1. Introduction

‍

1.1. By executing an Order Form with Mello you are agreeing to these Terms and entering into a subscription with Mello for the Services described in your Order Form (referred to as your “Subscription”). These Terms, the Order Form, and the Mello Privacy Policy govern the contractual relationship between User and Mello, and you acknowledge that you have read and understand these Terms prior to creating an account. The Mello Privacy Policy can be found on the Mello website.

‍

1.2. All Users must review and accept these Terms prior to initiating a Subscription for any Mello software or services.

‍

1.3. These Terms and the Mello Privacy Policy may be revised by Mello at its sole discretion. Mello will notify all active Users of any material changes (i.e., those do not involve minor typographical or grammatical corrections, address corrections, etc.) via email prior to the revised Terms becoming effective. Users must notify Mello within thirty (30) days from receipt of notice from Mello if they do not agree with revised Terms or Privacy Policy. Users who do not agree to the revised Terms or Privacy Policy. Users that do not agree to the revised Terms or Privacy Policy will remain subject to the version of the Terms or Privacy Policy in place at the time their Order Form was executed. At the renewal of a Subscription Term, the then-current Terms and Privacy Policy will govern the Subscription.

‍

1.4. Users may not access the Services through automated or non-human (i.e., bot) means without express written permission of Mello.

‍

1.5. If you have questions or concerns about the Services or your Subscription at any time, please contact us at hello@mello.so. 

‍

‍

2. Registration and Account Creation

‍

2.1. In order to register and maintain a Mello user account, all Users must be over the age of eighteen (18) unless expressly agreed to in writing by Mello.

‍

2.2. Each person who has access to a User account or who will utilize the Services, as defined below, must accept these Terms.

‍

2.3. Users may grant its employees access to its Mello Subscription subject to any user constraints found in the Order Form.

‍

2.4. User is responsible for allocating usage of the Services to its employees, will pay for Services consumed by its employees, and is wholly responsible for their conduct and usage of the Services.

‍

2.5. Mello reserves the right to reject any registration or User account, or to terminate an account, that violates the Terms or that is found by Mello in its sole discretion to be abusive, harmful, or unlawful in any way.

‍

2.6. By creating an account, User represents that they have the legal capacity to review and accept these Terms. 

‍

‍

3. Scope of Services

‍

3.1. Details regarding the Services and Subscription you are purchasing can be found on your Order Form. Users have the option to select specific Services and Subscriptions and will be entitled to receive only what they have selected and pay for.

‍

3.2. By accepting these Terms and selecting Services through the Mello Website you are entering into a legally binding Subscription for the Services

.

3.3. Mello reserves the right to modify or alter the Services from time to time in order to continually improve the Services and to ensure their security and reliability. Such modifications or alterations shall not be grounds for termination of this Agreement by User so long as Mello does not materially degrade the functionality or performance of the Services.

‍

‍

4. Payment Terms

‍

4.1. By selecting to receive a Service through the Mello Website and entering into a Subscription you are agreeing to pay the Subscription Fees.

‍

4.2. Subscription Fees shall be payable on a monthly or annual basis as indicated on your Order Form, in advance and no later than the first day of each month of the Subscription, via automatic withdrawal or payment via an approved account as described on the Mello site. All Subscription Fees are payable in U.S. dollars.

‍

4.3. The monthly Subscription Fees for the particular Service selected are set forth on your Order Form. User shall be responsible for any and all taxes, value added taxes or other governmental charges associated with the Subscription other than taxes on Mello’s revenue.

‍

4.4. Unless otherwise specified in an Order Form, Subscription Fees shall be based on the actual number of individual users granted access to the Services during the billing cycle defined in the Order Form. The actual number of individual users, and any resulting adjustments to per user Subscription Fees shall be calculated as described in the Mello Fair Use and Fees Policy.

‍

4.5. Unless otherwise specified in an Order Form, the Subscription Fees may be adjusted by Mello at the end of a Subscription period. Mello shall provide User at least thirty (30) days’ notice of its intent to adjust the Subscription Fees and User shall have the right to terminate the Subscription at the end of the Subscription period if it does not accept the adjusted Subscription Fees.

‍

4.6. Late payments are subject to an interest charge of one and half percent (1.5%), or the maximum allowed by law, whichever is greater. 

‍

‍

5. Terms and Termination

‍

5.1. By signing up for the Services, User agrees that Mello shall begin providing Services as of the date indicated on the Order Form and that User’s Subscription shall last for the period indicated on the Order Form (the “Subscription Term”). The Subscription Term shall renew for successive periods of the same length of the original term, unless User or Mello cancel pursuant to these Terms.

‍

5.2. All Subscriptions are non-refundable but you may terminate your Subscription in accordance with the Terms.

‍

5.3. Mello may terminate a User account and cease providing Services for cause immediately if a User: (a) fails to pay Subscription Fees as required by the Terms; (b) violates the Terms in any way; or (c) provides false or misleading information to Mello in connection with the provision of the Services. If Mello terminates User’s Subscription during a month of Service pursuant to this section, Subscription Fees for the entire term will become immediately due and owing.

‍

5.4. Mello may terminate a User account and cease providing Services for any reason, or no reason, upon providing fifteen (15) days notice via email to User. If Mello terminates User’s Subscription during a month of Service pursuant to this section, Mello will refund the pro rata amount of Fees for the period of time the Services will not be provided.

‍

5.5. All User terminations should be directed to Mello via email at hello@mello.so.

‍

‍

6. Limitation of Liability

‍

6.1. Mello shall not be liable to User or anyone utilizing the Services through or from User or Mello, unless such limitation and waiver is prohibited by law, for any of the following: (1) errors, mistakes or omissions associated with the provision of the Services; (2) interruptions in the Services; (3) personal injury or damages relating to Users use of the Services; (4) special, incidental, punitive, exemplary or consequential damages; or, (5) loss of use of the Services.

6.2. In the event of any dispute or claim arising between the parties, regardless of the theory of liability, the total monetary liability of Mello shall not exceed the value of the Subscription Fees paid by User in the six (6) month period preceding the event giving rise to User’s claim. 

‍

‍

7. Warranties and Disclaimers

‍

7.1. Mello warrants that it will provide the Services in a professional and commercially reasonable manner and in accordance with the requirements of the Terms.

‍

7.2. UNLESS OTHERWISE STATED IN SECTION 7.1, THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. MELLO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PROVISION OF THE SERVICES. THIS INCLUDES, BUT IS NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

‍

7.3. User’s only remedy for a breach of the warranties in Section 7.1 is to have Mello correct the deficiencies of the Services or, if they are not capable of being corrected within thirty (30) days, to terminate User’s Subscription. 

‍

‍

8. Indemnification

‍

8.1. User agrees to indemnify and hold harmless Mello for the following: (1) User’s breach of any provisions of these Terms; (2) User’s breach of the Mello Privacy Policy; (3) any misuse or abuse of the Services by User or its employees, affiliates, contractors or other related parties; or (4) any act or conduct that is considered a violation of any law or the rights of any third party in relation to the use of the Services or the Mello systems and website.

‍

8.2. Mello agrees to indemnify and hold harmless User against any and all third-party claims arising out of (i) allegations that Mello’s Services infringe upon or violate the intellectual property rights of any third party; or (ii) allegations that Mello breached the Security, Privacy and Confidentiality provisions of these Terms.

‍

8.3. In order to avail itself of indemnification, the party seeking indemnification must notify the other party of the third party claim, in writing, as soon as practicable after becoming aware of the existence of the claim, or potential claim. The indemnifying party shall thereafter provide a defense for the indemnified party and shall not have the authority to settle or resolve such dispute without the indemnified party’s consent, which shall not be unreasonably withheld.

‍

‍

9. Class Action Waiver and Arbitration

‍

9.1. CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, USER AND MELLO AGREE THAT ANY AND ALL DISPUTES OR CLAIMS BETWEEN THE PARTIES MUST BE ADJUDICATED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE OR PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER JOINT ACTION. BOTH USER AND MELLO EXPRESSLY WAIVE THE RIGHT TO ASSERT CLAIMS AGAINST THE OTHER AS A REPRESENTATIVE OR MEMBER OF A CLASS OR TO ACT AS A PRIVATE ATTORNEY GENERAL.

‍

9.2. Arbitration. User and Mello agree to submit any and all claims or disputes between them to binding individual (not class) arbitration. Any such arbitration will be conducted pursuant to the commercial arbitration rules of the American Arbitration Association (“AAA”). Arbitration is less formal than civil court proceedings and, by agreeing to arbitrate all disputes, both User and Mello are waiving any rights to have their claims heard by a judge or jury.

‍

9.3. If the parties are unable to resolve any disputes informally via discussions between a User and representatives of Mello, either party may notify the other of their intent to arbitrate the claim(s) or dispute at issue. If notice is being provided to Mello, such notice shall be directed to the notice address set forth in these Terms. If notice is being provided to User, such notice shall be sent to the address associated with User in the Mello system.

‍

9.4. The parties shall have thirty (30) days to select a single arbitrator to hear the matter. The arbitrator will be chosen by mutual agreement of the parties, or if no such agreement is reached, pursuant to the AAA rules.

‍

9.5. Arbitration proceedings shall be held in a mutually agreeable location. If User is not located in the United States, the parties agree that the arbitration shall be held in the City of New York, New York, United States of America.

‍

9.6. Nothing in Section 8.2 shall be construed as prohibiting either party from bringing any action in a court of competent jurisdiction to compel arbitration pursuant to these provisions.

‍

9.7. An arbitrator may allow limited discovery to the extent necessary given the claims and issues involved in the arbitration; however, the arbitrator shall take into consideration the needs and resources of the parties as well as the goal of conducting discovery in an expeditious and cost-effective manner.

‍

9.8. All documents, information or data shared or exchanged as part of the discovery process during arbitration shall be treated as confidential and shall be used solely for the purposes of the arbitration.

‍

9.9. A judgment based on the arbitrator’s award may be entered in any court having jurisdiction over the subject matter thereof.

‍

9.10 Fees and costs. To the extent permitted by law, in any dispute arising between User and Mello, each party shall be responsible for their own fees and costs, including reasonable attorney’s fees and costs. 

‍

‍

10. Intellectual Property Rights

‍

10.1. During the period of your Subscription, User is granted a limited, worldwide, non-exclusive, non-assignable, revocable limited right to use the Mello Services solely in conjunction with your internal business operations. This limited right to use the Services shall expire immediately upon termination of User’s Subscription.

‍

10.2. Unless otherwise stated, the Mello Services, and all software and systems used in the provision of the Services to you, including source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the website (collectively referred to as the “Mello IP”), as well as any trademarks, service marks and logos contained therein are owned, licensed or controlled by Mello and are protected to the fullest extent of all applicable laws. Except as expressly provided herein, you may not use the Mello IP or trademarked material in any way other than as necessary for your use of the Mello Services and only during the time of your Subscription.

10.3. Users may not, under any circumstances, modify, alter, change or otherwise attempt to manipulate in any way the Mello IP or Services.

‍

10.4. Mello reserves all rights not expressly granted to User in and to the Mello Services and all other Mello IP.

‍

‍

11. Security, Privacy, Confidentiality and Use of User Information

‍

11.1. Users are responsible for maintaining the physical, technical, administrative or other security of all systems used to access the Services. Users must comply with all applicable laws and regulations regarding the security, privacy and confidentiality of the information, data and material they create or use in connection with the Services.

‍

11.2. User grants Mello permission to use User Information in conjunction with providing the Services.

‍

11.3. User retains all rights, title and interest in User Information.

‍

11.4. Mello will protect the confidentiality and security of User using commercially reasonable measures and in accordance with all applicable laws and regulations governing the use and protection of such information.

‍

11.5. During the term of your Subscription, Mello may use anonymous, genericized User Information in conjunction with other data and performance information relating to the Services for the purposes of (i) refining, improving, monitoring or otherwise analyzing the performance, functionality, security or availability of the Services; (ii) for research and development purposes; or, (iii) to generate industry benchmark reporting. Notwithstanding the foregoing, User Information shall remain confidential and will never be disclosed publicly.

‍

11.6. Upon termination of the Services, User Information shall be destroyed in a commercially reasonable manner as soon practicable, unless retention is required by law or government regulation or for anonymized data used for aggregated benchmark reporting. 

‍

‍

12. Services Outside the United States

‍

12.1. By accessing or using the Services you represent that you are permitted to do so based on the laws of the country or jurisdiction in which you reside and from which you are utilizing the Services.

‍

‍

13. Miscellaneous

‍

13.1. Entire Agreement. These Terms, along with the Order Form, the Privacy Policy and all other policies published on the Mello site and the details relating to the Service(s) selected by User make up the entire agreement between the parties.

‍

13.2. Order of Precedence. In the event of a conflict between the provisions of an Order Form, the Terms or the Privacy Policy, the order of precedence shall be as follows: Order Form; Terms; Privacy Policy.

‍

13.3. Force Majeure. With the exception of User’s obligation to pay the Subscription Fees, neither party shall be responsible for the failure to perform its obligations under these Terms, or for any delay in performance, to the extent caused by any unforeseeable event such as an epidemic, pandemic, act of God, labor strike, war, accidents, fire, floods, Internet or telecommunications failures, acts of governments, regulations or laws imposed by a government or other regulatory authority, or any other such cause beyond the reasonable control of the parties.

‍

13.4. Assignment. Mello may assign all User agreements, Subscriptions, as well as its rights and obligations, in whole or in part, at its sole discretion. Users may not assign their Subscription under any circumstances without the prior written consent of Mello, which shall not be unreasonably withheld.

‍

13.5. Mello shall have the right to use User’s logo and company name in marketing materials and on Mello’s website.

‍

13.6. Severability. In the event any provision of the Order Form, Terms or Privacy Policy are deemed unenforceable or invalid by a court or arbitrator of competent jurisdiction, any such unenforceability or invalidity shall not affect the validity or unenforceability of the remainder of the Terms or Privacy Policy.

‍

13.7. Waiver. Any failure by Mello to enforce any provision of the Order Form, Terms or Privacy Policy shall not be deemed a waiver of such provision unless Mello agrees so in writing.

‍

13.8. Choice of Law. The relationship between User and Mello and these Terms shall be governed by the laws of the state of New York, without regard to conflict or choice of law principles.

‍

13.9. Survival. All provisions of these Terms which, by their nature, should survive the termination of the contractual relationship between User and Mello shall survive. This includes, but is not limited to, the following sections and provisions: Limitation of Liability; Class Action Waiver and Arbitration; Intellectual Property Rights; Confidentiality and Use of User Information; Warranties and Disclaimers; and, Indemnification.

‍

13.10. Copies of Terms and Privacy Policy. If you require an electronic copy of these Terms or the Privacy Policy, you may request to have copies sent to a designated email address by either (1) sending a letter to the designated Mello notice address and providing your name, mailing address and email address in the letter; or (2) emailing your request containing the same information to the following email address: hello@mello.so.

‍

13.11. Notices. All notices to Mello shall be sent to the following address:

hello@mello.so

‍

‍‍

14. Definitions

‍

14.1. “Fee,” “Fees,” or “Subscription Fees” mean the amounts charged by Mello for the Services provided to User pursuant to an Order Form.

‍

14.2. “Services” means any or all of the specific services provided by Mello as described on the Website.

‍

14.3. “Subscription” means your account for Services to be provided by Mello.

‍

14.4. “User Information” means all personal, confidential, private or otherwise protected information provided by User or its employees to Mello in connection with the provision of the Services.

‍

14.5. “Website” means the Mello website (mello.so).

‍

‍

15. Termination

‍

15.1. Termination by Mello:

Mello reserves the right to terminate this agreement at any time, with or without cause, by providing written notice to the Customer. Termination will take effect immediately upon receipt of said notice by the Customer.

‍

15.2. Automatic Renewal:

Unless the Customer provides notice of termination within 60 days of the end of term of this agreement, this agreement will automatically renew for successive terms equivalent to the initial term. The terms and conditions of this agreement will apply to each renewal term.

‍

15.3. Effect of Termination:

Upon termination of this agreement, Mello will cease providing the Services and the Customer will cease all use of the Services. Termination of this agreement will not relieve the Customer of any payment obligations accrued prior to termination.

‍

15.4. Survival:

Any provisions of this agreement that by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

‍