Effective January 5, 2020
Welcome to Meld! Thank you for reviewing these Meld Terms of Service (the “Terms”). The Terms govern your access to and use of the Meld services and website, including any mobile application and other downloadable apps we provide (together, “Meld”), so please read them carefully.
These Terms constitute your legal agreement with Workfields Incorporated, a corporation organized under the laws of the State of Delaware, and the parent company offering the Meld software platform (“Meld,” “we,” “our,” or “us”).
The Terms we discuss below are important because they: (i) outline your legal rights when you use our services, software and websites and customer consultation (the “Services”), (ii) explain the rights you give to us when you use our Services, and (iii) describe the rules everyone needs to follow when using our Services. These Terms may be supplemented, amended or modified by other written agreements we may execute.
Your use of our Services indicate your agreement to be bound to these Terms and other associated policies, agreements and documents. If you do not agree to these Terms, you should not use our Services.
YOUR RELATIONSHIP WITH US
To use Meld, you will need to create an account. You are responsible for safeguarding your Meld login credentials. You are responsible for activity on your account, whether or not you authorized that activity. You agree to immediately notify us of any unauthorized use of your Account.
When you register for an account with Meld, you become a “Customer” of ours, and you are a party to these Terms. As described below, these terms define the Customer’s access to our Services, including Meld, outline Customers’ rights and obligations relating to our Services.
If you have registered for Meld using the email domain of an organization such as your employer, whether or not directed to do so, then your organization is the “Customer” and you become an “Authorized User” for the purposes of these Terms. By registering using an email domain of an organization, you represent and warrant that you have the authority to agree to these terms on that organization’s behalf.
We and Customer are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between us.
Customer represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with these Terms. Customer agrees to take responsibility to (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Service Information and Service Data; and (b) ensure the transfer and processing of Service Information and Service Data is lawful.
If we believe there is a violation of the Terms that can simply be remedied by Customer’s removal of certain Service Data, we will, in most cases, ask Customer to take direct action rather than intervene. However, if necessary, we may directly step in and take what we determine to be appropriate action, if Customer does not take appropriate action, or if we believe there is a credible risk of harm to us, the Services, or any other Authorized Users.
For Customers that purchase our Services, fees and charges are specified either by a separate agreement, or, when available, at the Services interface “check-out.” Fees and charges must be paid in advance unless otherwise agreed in a separate document. Payment obligations are non-cancellable and non-refundable. Fees and charges stated to the Customer will be inclusive of all taxes, levies, duties, or similar governmental assessments, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction.
CUSTOMER’S USE OF VALUED ACTS
Customer may only use Meld as permitted by law, including all applicable federal, state, local or international laws and regulations. Customer warrants that it will not, for example: (i) access, tamper with, or use non-public areas of Meld, Meld’ computer systems, or the technical delivery systems providing the Services; (ii) probe, scan or test the vulnerability of any system, network or security measures in place to protect the Services; (iii) violate the privacy of any other third party; (iv) plant or distribute malware; (v) interfere with the access of any user of the Services, including overloading, flooding or spamming the Service, or introducing any other material or content which is malicious or technologically harmful; (vi) decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services; or (vii) attempt any of the above, or encourage or enable any third party to do the same. The foregoing list shall not be interpreted to be exhaustive, and Customer understands to not undertake any similar activities while using the Services.
We have the right to investigate violations of these Terms and may also consult and cooperate with law enforcement authorities to prosecute Customers who violate the law.
We agree to make the Services available to Customer and its Authorized Users as described in the Terms; and (b) not use or process Service Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Terms.
We agree to protect Customer’s Service Information and Service Data. Data protection is a top priority for us, and we will continue to institute safeguards and best practices to ensure the integrity and security of Service Information and Service Data. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Service Information and Service Data by our personnel. Customer (not us) bears sole responsibility for adequate security, protection, and backup of Service Data when in Customer’s or its representatives’ or agents’ possession or control. We are not responsible for what Customer’s Authorized Users do with Customer Data. That is Customer’s responsibility.
OWNERSHIP AND PROPRIETARY RIGHTS
We own and will continue to own the Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Terms. All of our rights not expressly granted by this license are hereby retained.
Unless otherwise specified, we may use Customer’s name, logo and marks (including marks on Customer properties) to identify Customer as a Meld customer on our websites and marketing materials.
TERM AND TERMINATION
This Agreement shall be in force for as long as the Customer agrees to the Terms and avails itself of our Services. Customer may cancel its account at any time; however, Customer may specify an in-force period for its Authorized Users in another written agreement governing the relationship between us and the Customer. We may terminate or modify Customer’s access to and use of Meld, at our sole discretion, at any time and without notice to you, for example, if you are not complying with these Terms, or if you use Meld in any way that would cause us legal liability or disrupt others’ use of Meld.
Termination does not relieve Customer of any obligation to pay fees or charges payable to us for providing our Services prior to termination.
Following termination, we will have no obligation to maintain or provide any of Customer’s Service Data, and may thereafter, unless legally prohibited, delete all Service Data in our systems or otherwise in our possession or under our control.
CONFIDENTIALITY AND CONFIDENTIAL INFORMATION
Either party may be a “Disclosing Party” that shares “Confidential Information” to the other “Receiving Party.” Confidential Information is defined as anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, technology and marketing information. If something is labeled “Confidential,” for example, that is a clear indicator to the Receiving Party that the material is confidential, however such a label is not required to constitute Confidential Information provided the Disclosing Party clearly identifies Confidential Information upon transmission to the Receiving Party. Confidential Information of Customer includes Customer’s Service Data.
Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to 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.
The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Agreement; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in this Agreement.
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
Except as expressly provided for herein, the Services and all related components and information are provided on an “as is” and “as available” basis without any warranties of any kind, and we disclaim any and all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose and non-infringement. Customer acknowledges that we do not warrant that the services will be uninterrupted, timely, secure or error-free.
We disclaim all responsibility for any damages, losses or liability to Customer, Authorized Users, or anyone else if any event leading to such damages, losses or liability occurs as a result of misappropriation or hacking of Customer’s or Authorized User’s login credentials. Customer alone is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of its Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users.
Under no circumstances will either Customer’s aggregate liability arising out of or related to this Agreement or the Terms (hereunder and referenced elsewhere), whether in contract or tort or under any other theory of liability, exceed the total amount paid by Customer in the twelve (12) months preceding the date of the last event giving rise to liability.
Under no circumstances will either we or Customer have any liability to the other party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages, however caused, and under any theory of liability, and whether or not the party has been advised of the possibility of such damages. The foregoing disclaimer will not apply to the extent such disclaimer is prohibited by an applicable law.
Force Majeure. Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
Modifications. As our business evolves, we may change these Terms and the other components of this Agreement. If we make a material change to this Agreement, we will provide Customer with reasonable notice prior to the change taking effect by emailing the email address associated with Customer’s account. Customer can review the most current version of these Terms at any time by visiting the Meld website and by visiting the most current versions of other pages referenced in this Agreement. A new version containing identified material changes this Agreement will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions. If Customer (or any Authorized User) does not agree to the revised Terms, please stop using Meld.
Indemnity. Customer agrees to hold harmless and indemnify Workfields Incorporated and its affiliates, officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claim, suit or action arising from or related to the use of Meld or the Services rendered or a violation of these Terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.
Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. No waiver under the Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
Severability. This Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect.
Assignment. Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying us of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of this Agreement and any obligations relating to payment or providing the Services, upon written notice to the assigning party. In the event of such a termination by Customer, we agree to refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including Customer’s obligation to pay fees and charges for Services as invoiced, and further including the determination of the scope or applicability of the Agreement to arbitrate, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Interpretation or construction of terms of this Agreement shall be conducted according to Delaware law. Either Party may serve notice of its intent to seek arbitration under this Section by providing notice in writing. The Parties agree to attempt resolution of disputes within 30 days of notice. If no resolution is reached within the 30-day period, the Party requesting arbitration must, within 60 days, prepare and serve a Demand for Arbitration (the “Arbitration Demand”). If more than 60 days passes without service of an Arbitration Demand, a new notice of intent to arbitrate must be provided as described above. The proceedings shall be conducted in Washington, DC, before a single arbitrator. The Parties agree to submit written position statements within 14 days of the date of the Arbitration Demand, and, within 60 days of the date of the Arbitration Demand, attend, at the discretion of the arbitrator, an evidentiary hearing for presentation of direct evidence and witness cross-examination lasting no more than one day. If the arbitrator orders a hearing, the arbitrator shall render a well-reasoned award within 14 days of completion of the hearing. The arbitrator shall have the sole discretion to permit the Parties to file post-hearing briefs in aid of the award. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.
Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party shall impair any such right, power or remedy of such party, nor shall it be construed to be a waiver of any breach or default under this Agreement, or an acquiescence therein, or in any similar breach or default thereafter occurring; nor shall any delay or omission to exercise any right, power or remedy or any waiver of any single breach or default be deemed a waiver of any other right, power or remedy or breach or default theretofore or thereafter occurring.
If you have any questions about these Terms, please contact us at firstname.lastname@example.org.