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Terms & Conditions

Mello Analytics – Software as a Service (SaaS) Terms and Conditions

Last Updated: 1-May-2025

These Terms and Conditions (“Terms”, “Agreement”) govern the access and use of the SaaS platform known as Mello Analytics (the “Service”), provided by Mello Analytics, a company registered in the United States of America with its principal place of business in California. (“Provider”, “We”, “Us”, “Our”), and by the business entity agreeing to these terms (“Customer”, “You”, “Your”).

By clicking “I Agree,” creating an account, placing an order, or otherwise accessing or using the Service, You represent that You have the authority to bind the Customer entity to this Agreement, and You agree to be bound by these Terms. If You do not have such authority or do not agree with these Terms, You must not accept this Agreement and may not use the Service.

1. Definitions

  • “Service”: Refers to the Mello Analytics software-as-a-service platform, including its features, functionalities, associated technology, documentation, and support services made available by Provider online.
  • “Customer Data”: Any data, information, content, or material submitted or uploaded by Customer or its Authorized Users to the Service.
  • “Authorized User(s)”: Individual employees, contractors, or agents of Customer authorized by Customer to access and use the Service under the Customer’s account.
  • “Subscription Term”: The period during which Customer is authorized to access and use the Service, commencing on the Effective Date and continuing on a month-to-month basis unless terminated earlier in accordance with this Agreement.
  • “Subscription Fees”: The recurring monthly fees payable by Customer for access and use of the Service, as specified during the order process or on Provider’s website.
  • “Effective Date”: The date on which Customer first accesses the Service or agrees to these Terms, whichever is earlier.
  • “Confidential Information”: Defined in Section 8.
  • “Intellectual Property Rights”: Patents, copyrights, moral rights, trademarks, trade secrets, and any other form of intellectual property rights recognized in any jurisdiction.

2. Service Access and Use

  • 2.1. License Grant: Subject to Customer’s compliance with these Terms and payment of applicable Subscription Fees, Provider grants Customer a limited, non-exclusive, non-transferable (except as permitted herein), non-sublicensable, revocable right to access and use the Service during the Subscription Term, solely for Customer’s internal business operations.
  • 2.2. Authorized Users: Customer is responsible for managing its Authorized Users, ensuring their compliance with these Terms, and for all activities that occur under their accounts. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service.
  • 2.3. Restrictions: Customer shall not, and shall not permit its Authorized Users or any third party to: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make the Service available to any third party, other than Authorized Users; (b) modify, adapt, or create derivative works of the Service or any part thereof; (c) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service; (d) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on the Service or Documentation; (e) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (f) use the Service to store or transmit malicious code; (g) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein; or (h) attempt to gain unauthorized access to the Service or its related systems or networks.

3. Fees and Payment

  • 3.1. Subscription Fees: Customer shall pay the Subscription Fees specified at the time of purchase or renewal. Fees are based on the subscription plan selected and are billed in advance on a monthly basis.
  • 3.2. Payment Terms: Unless otherwise agreed in writing, Subscription Fees are due upon the start of each monthly Subscription Term. Payments shall be made via the payment method designated by the Customer during signup (e.g., credit card, ACH). Customer authorizes Provider (or its third-party payment processor) to charge the designated payment method for all applicable fees.
  • 3.3. Late Payments: If any invoiced amount is not received by Provider by the due date, then without limiting Provider’s rights or remedies: (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Provider may condition future subscription renewals and order forms on shorter payment terms.
  • 3.4. Suspension for Non-Payment: Provider reserves the right to suspend Customer’s access to the Service if undisputed fees are more than 7 days overdue, after providing written notice (email sufficient). Access will be promptly restored upon payment of all overdue amounts.
  • 3.5. Taxes: Subscription Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Provider has the legal obligation to pay or collect Taxes for which Customer is responsible, Provider will invoice Customer and Customer will pay that amount unless Customer provides Provider with a valid tax exemption certificate authorized by the appropriate taxing authority.
  • 3.6. Fee Changes: Provider reserves the right to change the Subscription Fees or applicable charges upon 30 days’ prior notice to Customer by email, which change will become effective upon the start of the next monthly Subscription Term following the notice period.

4. Term and Termination

  • 4.1. Term: This Agreement commences on the Effective Date and continues on a month-to-month basis. The Subscription Term automatically renews for successive one-month periods unless either party gives the other written notice of non-renewal at least 5 days before the end of the then-current monthly term.
  • 4.2. Termination for Cause: Either party may terminate this Agreement for cause: (a) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
  • 4.3. Effect of Termination: Upon termination or expiration of this Agreement for any reason: (a) all rights granted to Customer hereunder shall immediately cease; (b) Customer shall immediately cease all use of the Service; (c) Customer shall pay any unpaid fees covering the remainder of the term up to the effective date of termination; (d) Provider will make Customer Data available for download for a period of 30 days, after which Provider may permanently delete such Customer Data from its systems. Provider has no obligation to retain Customer Data after this period.
  • 4.4. Survival: Sections 1, 3 (for amounts due), 4.3, 4.4, 5, 6, 7, 8, 9, 10, 11, and 12 shall survive any termination or expiration of this Agreement.

5. Customer Data

  • 5.1. Ownership: As between Provider and Customer, Customer exclusively owns all rights, title, and interest in and to all Customer Data.
  • 5.2. License to Provider: Customer grants Provider a worldwide, limited-term license to host, copy, transmit, and display Customer Data, as reasonably necessary for Provider to provide, maintain, and improve the Service in accordance with this Agreement.
  • 5.3. Responsibility: Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data, and for obtaining all necessary rights and consents for Provider to process the Customer Data as contemplated by this Agreement.
  • 5.4. Security: Provider shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data.
  • 5.5. Privacy: Provider’s use of any personal data within Customer Data will be governed by Provider’s Privacy Policy and, if applicable, a separate Data Processing Addendum (DPA).

6. Intellectual Property

  • 6.1. Provider IP: Provider owns all right, title, and interest, including all related Intellectual Property Rights, in and to the Service, the underlying software, technology, documentation, and any modifications or derivative works thereof. This Agreement does not grant Customer any rights to Provider’s Intellectual Property Rights except for the limited access and use rights expressly set forth herein.
  • 6.2. Feedback: Customer may provide suggestions, enhancement requests, recommendations, or other feedback (“Feedback”). Customer grants Provider a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Service any Feedback provided by Customer or its Authorized Users. Provider is not obligated to use Feedback.

7. Confidentiality

  • 7.1. Definition: “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Provider’s Confidential Information includes the Service, its non-public features, pricing, and documentation. Customer’s Confidential Information includes Customer Data. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
  • 7.2. Protection: The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
  • 7.3. Compelled Disclosure: The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

8. Warranties and Disclaimers

  • 8.1. Mutual Warranties: Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
  • 8.2. Provider Warranty: Provider warrants that the Service will perform materially in accordance with the applicable documentation under normal use. Customer’s sole and exclusive remedy for a breach of this warranty shall be, at Provider’s option, either (a) correction of the non-conforming Service, or (b) termination of the subscription for the non-conforming Service and a pro-rata refund of prepaid fees for the remainder of the then-current Subscription Term.
  • 8.3. Disclaimers: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9. Limitation of Liability

  • 9.1. Exclusion of Indirect Damages: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE SOUGHT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • 9.2. Limitation of Liability: IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE SERVICE GIVING RISE TO THE LIABILITY IN THE 3 MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
  • 9.3. Exceptions: The limitations under Sections 9.1 and 9.2 shall not apply to: (a) Customer’s payment obligations under Section 3; (b) either party’s indemnification obligations under Section 10; (c) damages arising from a party’s gross negligence or willful misconduct; or (d) breach of confidentiality obligations under Section 7.

10. Indemnification

  • 10.1. Indemnification by Provider: Provider shall defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Service as permitted hereunder infringes or misappropriates such third party’s intellectual property rights (“Claim Against Customer”), and shall indemnify Customer for any damages, attorney fees, and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer; provided that Customer (a) promptly gives Provider written notice of the Claim Against Customer, (b) gives Provider sole control of the defense and settlement of the Claim Against Customer (except that Provider may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Provider all reasonable assistance, at Provider’s expense.
  • 10.2. Indemnification by Customer: Customer shall defend Provider against any claim, demand, suit, or proceeding made or brought against Provider by a third party alleging that Customer Data, or Customer’s use of the Service in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (“Claim Against Provider”), and shall indemnify Provider for any damages, attorney fees and costs finally awarded against Provider as a result of, or for any amounts paid by Provider under a court-approved settlement of, a Claim Against Provider; provided that Provider (a) promptly gives Customer written notice of the Claim Against Provider, (b) gives Customer sole control of the defense and settlement of the Claim Against Provider (except that Customer may not settle any Claim Against Provider unless it unconditionally releases Provider of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense.

11. Modifications

  • Provider reserves the right to modify the Service or these Terms from time to time. If Provider makes material changes to these Terms, Provider will provide Customer with notice (e.g., via email or through the Service interface) at least 30 days before the changes take effect. Customer’s continued use of the Service after the effective date of the changes constitutes acceptance of the modified Terms. If Customer does not agree to the changes, Customer’s sole remedy is to cease using the Service and terminate its account before the changes take effect. Changes to the Service itself (features, functionality) may occur more frequently without notice, provided they do not materially decrease the overall functionality provided during a paid Subscription Term.

12. General Provisions

  • 12.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
  • 12.2. Dispute Resolution: Any dispute arising out of or relating to this Agreement shall be finally resolved by the state or federal courts located in San Francisco, California. Both parties consent to the exclusive jurisdiction of such courts.
  • 12.3. Notices: All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the second business day after mailing; or (c) the first business day after sending by email (provided email is not returned as undeliverable). Notices to Provider shall be addressed to legal@melloanalytics.com. Notices to Customer shall be addressed to the system administrator designated by Customer in their account information.
  • 12.4. Entire Agreement: This Agreement, including any referenced exhibits, addenda (like a DPA or SLA), and order forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
  • 12.5. Assignment: Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
  • 12.6. Relationship of the Parties: The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
  • 12.7. Waiver: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
  • 12.8. Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be deemed null and void, and the remaining provisions of this Agreement shall remain in effect.
  • 12.9. Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement (other than for payment obligations) due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials (“Force Majeure Event”), provided that the delayed party gives the other party prompt notice of the Force Majeure Event and uses reasonable efforts to resume performance.