Terms and Conditions

Effective as of November 2018

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU ("You" or generally herein, an "Authorized User") AND MELIORA TECHNOLOGIES, LLC ("We" or "Meliora"). YOU SHOULD FIRST READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF USE (the or this “TOU”) AS THEY GOVERN YOUR ACCESS TO AND USE OF MELIORA’S DATA AND TECHNOLOGY DRIVEN SOLUTION AND ITS RELATED DATA AND REPORTS AS MADE AVAILABLE OR PROVIDED BY MELIORA (collectively, herein, the “Meliora Platform”). MELIORA IS WILLING TO LICENSE THE USE OF THE MELIORA PLATFORM TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS TOU. IF YOU DO NOT AGREE WITH THIS TOU OR IF YOU HAVE NOT GAINED ACCESS TO THE MELIORA PLATFORM PURSUANT TO THE ACCEPTANCE OF SUCH TERMS WITH MELIORA, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE MELIORA PLATFORM AND ARE INSTRUCTED TO EXIT THE MELIORA PLATFORM IMMEDIATELY.

  • LICENSE.
    • Overview. Meliora shall use commercially reasonable efforts to provide the Meliora Platform, subject to required and emergency maintenance, failure of third-party networks and communications facilities, and events of force majeure. Subject to compliance with applicable law(s), Meliora has the right to control and direct the means, manner, and method by which the Meliora Platform is provided. For more information regarding the currently available Meliora Platform, please click [Link].
    • Grant. The Meliora Platform is provided by Meliora, and this TOU provides to You, a personal, revocable, limited, non-exclusive, and non-transferable license to use the Meliora Platform conditioned on your continued compliance with the terms and conditions of this TOU. Notwithstanding the foregoing, your use of Meliora Platform will also be subject to the terms and conditions of this TOU.
    • Orders. If You are using the Meliora Platform on behalf of a company or other form of legal entity, please note that such a company or entity may need to have an additional and separate agreement with Meliora regarding access and usage privileges for the Meliora Platform. Further details for implementation shall be set forth in one or more mutually agreed upon orders. Accordingly, the license herein remains subject to such other agreement (if any).
  • RESTRICTIONS. You may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any legends, notices, or markers, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the Meliora Platform. Moreover, You may not (i) use any "deep link," "page scrape," "robot," "spider," or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Meliora Platform or in any way reproduce or circumvent the navigational structure or presentation of the Meliora Platform to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Meliora Platform; (ii) attempt to gain unauthorized access to any portion or feature of the Meliora Platform, including, without limitation, the account of another Authorized User(s), or any other systems or networks connected to the Meliora Platform or to any Meliora server or to any of the services offered on or through the Meliora Platform by hacking, password "mining," or any other illegitimate or prohibited means; (iii) probe, scan, or test the vulnerability of the Meliora Platform or any network connected to the Meliora Platform, or breach the security or authentication measures for the Meliora Platform or any network connected to the Meliora Platform; (iv) reverse look-up, trace, or seek to trace any information on any other Authorized User of or visitor to the Meliora Platform; (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Meliora Platform or Meliora’s systems or networks or any systems or networks connected to the Meliora Platform; (vi) use any device, software, or routine to interfere with the proper working of the Meliora Platform or any transaction conducted on or through the Meliora Platform or with any other person's or entity's use of the Meliora Platform; (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal You send to Meliora on or through the Meliora Platform; (viii) use the Meliora Platform harvest or collect any information; (ix) market, co-brand, private label, or otherwise permit third parties to access and use the Meliora Platform (or any part thereof) without Meliora’s express, separate, and prior written permission; or (x) use the Meliora Platform in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact Meliora.
  • AUTHORIZED USER OBLIGATIONS & REPRESENTATIONS. To the extent You request that Meliora purchase any online media (from a third party advertisement or monetization partner(s)) on your behalf (and if applicable, pursuant to an order with Meliora), You hereby acknowledge and agree that any such media purchased by Meliora shall be used solely in connection with an advertising campaign analyzed via the Meliora Platform. In addition, You hereby generally represent and warrant to Meliora that (i) You are of the legal age of majority and are authorized and able to fulfill and perform the obligations and meet the conditions of an Authorized User as specified herein, and (ii) You have all rights and permission necessary to submit, display, or make available any information, materials, images, or content submitted to the Meliora Platform (collectively referenced herein as the “Content”) and have obtained all necessary consents, rights, permissions, and clearances (and provided Meliora with reasonable proof thereof (if requested)) required for Meliora to use such Content in connection with the Meliora Platform; (iii) your execution, delivery, and performance of this TOU does not and will not violate any agreements between You and any other party; (iv) your use of the Meliora Platform will not violate any applicable laws, rules, and regulations or the rights of any third party (including, but not limited to, any proprietary, privacy, or publicity rights); (iv) the Content shall not contain any adware, spyware, malware, viruses, Trojan horses or other malicious components; and (v) and the Content will be factually accurate and will not contain any material that is false, misleading, defamatory, offensive, obscene, criminal, fraudulent, “spam,” deceptive, or unlawful or which misrepresents, ridicules or attacks an individual or group on the basis of age, color, national origin, race, religion, sex, sexual orientation or handicap. You access and use the Meliora Platform on your own volition. Moreover, to the extent you accepted this TOU or are using the Meliora Platform on behalf of an entity, you further represent and warrant that you have the authority to accept this TOU on behalf of such entity, that such entity is otherwise bound by this TOU, and that You use the Meliora Platform on behalf of such entity.
  • DATA. You allow, acknowledge and agree that Meliora will be permitted to use any data collected or generated by Meliora or related to the use of the Meliora Platform ("Meliora Data"). You hereby grant Meliora a non-exclusive, royalty-free, perpetual, worldwide, sublicensable, royalty-free right and irrevocable right and license to utilize the Meliora Data to track, extract, compile, synthesize, aggregate, modify (including the right to create derivative works of), and analyze such Meliora Data, including, but not limited to, the creation of anonymous and promotional tracking data ("Tracking Data"). Meliora reserves the right to use, reproduce, distribute and display Tracking Data, in its sole discretion.
  • AUTHORIZED USER ACCESS POLICY. Registration as an Authorized User for access to certain areas of the Meliora Platform may require use of certain access credentials, such as a user name and a password. Only one Authorized User can use one user name and password and, thus, one account. Accordingly, by using the Meliora Platform, You agree to consider your access credentials (e.g., user name or password) as confidential information. You also agree not to use another Authorized User's access credentials. You will immediately notify Meliora if You become aware of any loss or theft of your access credentials or any unauthorized use of your access credentials. You also acknowledge and agree that You are liable for any action taken or initiated through your account.
  • PRIVACY POLICY. You understand, acknowledge, and agree that the operation of certain areas of the Meliora Platform requires the submission, use, and dissemination of various personally identifiable information. Accordingly, if You wish to access and use those areas of the Meliora Platform, You acknowledge and agree that your use of the Meliora Platform will constitute acceptance of Meliora Platform's personally identifiable information collection and use practices. Please see Meliora’s [Link] for a summary of Meliora’s personally identifiable information collection and use practices.
  • PAYMENT TERMS. You shall pay the then-applicable license, service, or subscription fee(s), if any, (as designated by Meliora) for use of the Meliora Platform. Such fee(s), if any, is for the designated time period or transaction(s), shall be payable in advance, and shall be non-cancelable (as applicable) once You submit your order, You access or use the Meliora Platform, or the designated license period begins. Meliora may increase such fees following the designated license period or the end of the then-current calendar year, whichever occurs first. All fees do not include any applicable taxes, and You shall remain responsible for and shall pay all taxes, duties and levies of any kind imposed by any governmental entity with respect to the transactions contemplated under the Agreement (exclusive of taxes on Meliora’s net income). All fees or expenses are in U.S. Dollars ($), and You shall utilize the directed payment method (e.g., credit card) or forward the payment of any fees (in U.S. Dollars) to Meliora at the address designated by Meliora. Unless otherwise indicated by Meliora in writing, all invoices that Meliora submits to You must be paid within thirty (30) days of the receipt of Meliora’s invoice. All past-due payments will accrue interest at a rate of one and one-half percent (1.5%) or the highest rate permissible by law, whichever is less, per month on the unpaid balance from the due date until paid in full. Meliora also reserves the right to terminate or suspend access to the Meliora Platform if You fail to pay any amounts within thirty (30) days of the date when due. You shall reimburse Meliora for all reasonable costs incurred (including reasonable attorney’s fees) in collecting past-due amounts. Unless otherwise specified herein, all obligations with respect to the amounts due to Meliora under the Agreement shall survive any expiration or termination of the Agreement.
  • PROPRIETARY RIGHTS.
    • Meliora Platform. This TOU provides only a limited license to use the Meliora Platform. Except as expressly provided herein, Meliora does not grant any express or implied right to You or any other person under any intellectual or proprietary rights. Accordingly, You expressly acknowledge and agree that Meliora transfers no ownership or intellectual property interest or title in and to the Meliora Platform to You or anyone else. The Meliora Platform is owned and licensed by Meliora (or its licensors, affiliates, or subsidiaries) and its successors and assigns. MELIORIA and all other names, logos, and icons identifying Meliora and its programs, products, and services are proprietary trademarks of Meliora, and any use of such marks, including, without limitation, as domain names, without the express written permission of Meliora is strictly prohibited. All data generated or collected by Meliora in connection with offering or operating the Meliora Platform, and independent of your Content (in the form provided), shall be the property of Meliora.
    • Your Content. As between the parties, you retain all ownership and intellectual property rights in and to your Content, which Meliora shall otherwise maintain as confidential information for as long as Meliora possesses such Content. But, You hereby grant to Meliora a worldwide, non-exclusive, sub-licensable, fully paid up right to use, copy, process, and store your Content in connection with its operation of the Meliora Platform and as necessary to provide any related services and allow Meliora to fulfill its respective obligations. Moreover, in connection with the foregoing, You acknowledge and agree that Meliora has the right to compile and maintain an aggregated database incorporating such Content in order to generate related (aggregated) statistics, reports, and information.
  • CONFIDENTIALITY. You acknowledge and agree that the Meliora Platform contains confidential or nonpublic information that is the trade secret(s) of Meliora and/or its licensors (the “Confidential Information”). You agree to secure and protect the confidentiality of the Confidential Information of Meliora (and/or its licensors) in a manner consistent with the maintenance of Meliora’s rights therein, using at least as great a degree of care as you use to maintain the confidentiality of your own confidential information of a similar nature, but in no event using less than reasonable efforts. You shall not, nor permit any third party to, sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Information to third parties, except as expressly authorized in this TOU.
  • FEEDBACK. Meliora welcomes your feedback and suggestions (including relating information, materials, or content) about Meliora’s products or services or with respect to how to improve the Meliora Platform (collectively, “Feedback”). By transmitting Feedback to Meliora, You represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that You have all rights necessary to convey to Meliora and enable Meliora to use such Feedback. In addition, any Feedback received through the Meliora Platform will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Meliora to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and You hereby waive any claim to the contrary.
  • LINKS TO OTHER SITES OR APPLICATIONS. Meliora may provide links, in its sole discretion, to other sites or applications on the Internet. Such other sites are maintained by third parties over which Meliora exercises no control. These links do not imply an endorsement with respect to any third party or any third-party web site or the information, products, or services provided by any third party. Meliora encourages review of the applicable terms, conditions or notices governing use of these third party sites or applications. Any contract or transaction entered into between You and a third party is solely between You and such third party, not Meliora.
  • DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY AGREED BY MELIORA, THE MELIORA PLATFORM IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. MELIORA MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE MELIORA PLATFORM AT ANY TIME AND FOR ANY REASON. OTHER THAN THE RIGHT TO FULFILL ITS OBLIGATIONS UNDER THIS TOU, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MELIORA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF INTERFERENCE WITH ENJOYMENT OF INFORMATION, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, YOU ACKNOWLEDGE AND AGREE THAT MELIORA DOES NOT WARRANT THAT THE MELIORA PLATFORM WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS OR MEET ANY LEGAL OR CERTIFICATION STANDARD.
  • LIMITATION OF LIABILITY. YOU acknowledge and agree that Meliora shall not be liable or responsible for any claim, damage, or loss resulting from a cause beyond Meliora’s control, including, but not limited to, failure of electronic or mechanical equipment, telephone or GENERAL other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other GENERAL labor problems, wars, or governmental restrictions. YOU ALSO ACKNOWLEDGE AND AGREE THAT Meliora will not be liable to YOU, or anyone claiming under or through YOU, for any indirect, special, punitive or consequential damages (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF BUSINESS, PROFITS, OR INFORMATION), regardless of whether Meliora was advised of the possibility of such damages. your individual rights differ from any obligations that Meliora may owe to any entity pusruant to a separate written agerement with Meliora. Accordingly, The ENTIRE liability of Meliora for any claim arising out of or in connection with THIS TOU shall not exceed that amount paid to Meliora by YOU on an individual basis and PURSUANT TO THIS TOU WITHIN THE PRIOR SIX MONTHS OF THE date on which such claim is made.
  • INDEMNIFICATION. You agree to indemnify, defend, and hold Meliora (and its officers, directors, employees, and agents) harmless from any and all claims, suits, actions, liabilities, losses, costs, damages, expenses, and any other liabilities, including, without limitation, attorneys’ fees, arising out of or related in any manner to your breach or alleged breach of this TOU or for any violation or alleged violation of the rights (including, without limitation, patents, copyrights, or trademark rights) of any other person or entity by your Content.
  • GOVERNING LAW. This TOU has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of New York, U.S.A. as applied to agreements entered into and completely performed in the State of New York. You and Meliora each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction and venue of the federal or state courts in the State of New York for any disputes under or arising out of this TOU. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this TOU and is hereby disclaimed.
  • EXPORT CONTROL AND LEGAL COMPLIANCE. You represent and warrant that you are not (a) 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 (b) listed on any U.S. Government list of prohibited or restricted parties. You hereby agree that (i) you will comply with all applicable Sanctions and Export Control Laws, (ii) you are solely responsible for ensuring that the Meliora Platform is used, disclosed, and/or transported only in accordance with all applicable Sanctions and Export Control Laws, and (iii) you will not re-export or transfer the Meliora Platform, in any form, directly or indirectly, to any person or entity based in Cuba, Iran, Syria, Sudan, South Sudan, or North Korea.
  • ENFORCING SECURITY. Actual or attempted unauthorized use of the Meliora Platform may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. Meliora reserves the right to view, monitor, and record activity on the Meliora Platform without notice or permission from You, including, without limitation, by archiving notices or communications sent by You through the Meliora Platform. In addition to the foregoing, Meliora reserves the right, at any time and without notice, to modify, suspend, terminate, or interrupt operation of or access to the Meliora Platform, or any portion of the Meliora Platform, in order to protect the Meliora Platform, Meliora, or Meliora’s business. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on a Meliora Platform as well as to disclosures required by or under applicable law or related government agency actions. Meliora will also comply with all court orders or subpoenas involving requests for such information.
  • TERM AND TERMINATION. This TOU and your right to use the Meliora Platform will take effect at the moment You click "I ACCEPT" or You install, access, or use the Meliora Platform, whichever is sooner, and is effective until terminated as set forth below. This TOU will terminate automatically if You click "I REJECT" or if You or your organization has failed to execute or no longer has in place (if and as applicable) an active agreement for use of the Meliora Platform. In addition, this TOU will also terminate automatically if You fail to comply with this TOU, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this TOU at any time by ceasing to use the Meliora Platform, but all applicable provisions of this TOU will survive termination, as identified below. Upon termination, You must destroy all copies of any aspect of the Meliora Platform (including print-outs) in your possession. In addition to the "Miscellaneous" provision, the provisions concerning restrictions, proprietary rights, feedback, disclaimer of warranty, enforcing security, indemnity, and limitation of liability will survive the termination of this TOU for any reason.
  • MISCELLANEOUS. You acknowledge that any breach, threatened or actual, of this TOU will cause irreparable injury to Meliora, such injury would not be quantifiable in monetary damages, and Meliora would not have an adequate remedy at law. You therefore agree that Meliora shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOU. Accordingly, You hereby waive any requirement that Meliora post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Meliora to enforce any provision of this TOU. You agree that this TOU is for the benefit of You and Meliora as well as Meliora’s licensors, affiliates, or subsidiaries. Accordingly, this TOU is personal to You, and You may not assign your rights or obligations to any other person or entity without Meliora’s prior written consent. Failure by Meliora to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver by Meliora of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this TOU is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between You and Meliora as result of this TOU or your utilization of the Meliora Platform. Headings herein are for convenience only. This TOU, along with Meliora’s Privacy Policy and any other order or agreement governing use of the Meliora Platform, represents the entire agreement between You and Meliora with respect to use of the Meliora Platform, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and Meliora with respect to Meliora Platform. Unless otherwise agreed to by Meliora, please note that Meliora reserves the right to change the Meliora Platform or to change the terms and conditions of this TOU by providing You notice or a copy of such revised version of this TOU. Your continued use of Meliora Platform will be conclusively deemed acceptance of any change to this TOU or the Meliora Platform. Any new features or enhancements to the Meliora Platform, unless otherwise agreed, shall be subject to this TOU.