Melodi Ltd. Terms of Service
Last Updated: April 26, 2024
These Terms of Service ("Terms") govern your access to and use of the website(s), products, services, applications, software and other offerings (collectively, the "Services") provided by Melodi Ltd. and its affiliates ("Melodi", "we", "us" or "our"). Please read these Terms carefully before using our Services, as they constitute a legally binding agreement between you and Melodi. By accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, please do not use our Services.
1. Definitions
1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" implies ownership of at least 50% of the outstanding shares or voting rights for the election of directors or other managing authority.
1.2 "Confidential Information" includes all non-public 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. It excludes information that: (i) becomes public through no fault of the Receiving Party; (ii) was already in the Receiving Party’s possession without confidentiality restrictions before receiving it from the Disclosing Party; (iii) is received from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
1.3 "User Content" refers to all types of content, including text, images, videos, music, and other materials that a user submits, posts, uploads, publishes, or transmits to be made available through the Services.
1.4 "Services" encompass the websites, applications, products, software and other offerings provided by Melodi Ltd., accessible via our web or mobile platforms.
2. Eligibility and Account Registration
2.1 Eligibility. You must be at least 18 years old to use our Services. By using the Services, you affirm that you meet the minimum age requirement.
2.2 Account Registration. To access certain features of the Services, you must create an account. You are obligated to provide accurate, complete, and up-to-date information during the registration process and to continually update this information to maintain its accuracy. You are responsible for maintaining the confidentiality of your account login credentials and for all activities that occur under your account. You must immediately notify Melodi Ltd. of any unauthorized use of your account or any other breach of security.
3. License and Intellectual Property
3.1 License Grant. Subject to your compliance with these Terms, Melodi Ltd. grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Services.
3.2 Intellectual Property Rights. All rights, title, and interest in and to the Services, including all copyrights, trademarks, patents, trade secrets, and other intellectual property rights therein, are and will remain the exclusive property of Melodi Ltd. and its licensors. No transfer of ownership or rights is implied or granted under these Terms. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, patent, trademark, and other laws.
3.3 User Content License. You retain all your rights to any User Content you submit, post or display on or through the Services. By submitting, posting or displaying User Content, you grant Melodi Ltd. a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such User Content in any and all media or distribution methods now known or later developed solely as required to deliver and operate the Services .
4. Prohibited Conduct. You agree not to engage in any of the following activities:
4.1 Illegal Acts. Violate any international, federal, provincial or state regulations, rules, laws, or local ordinances.
4.2 Harmful Content. Distribute or post spam, unreasonably large files, chain letters, pyramid schemes, viruses; or any other technologies that may harm the Services, or the interests or property of the Services users.
4.3 Abuse, Harassment, and Threats. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services.
4.4 Impersonation or Misrepresentation. Impersonate or misrepresent your affiliation with any person or entity.
4.5 Illegal Access. Attempt to access or search the Services or download content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Melodi Ltd. or other generally available third-party web browsers.
5. Third-Party Services and Content. Our Services may include links to third-party websites, services, advertisements, and promotions. Despite providing these links, Melodi does not endorse these third-party services or content and is not responsible for the availability or reliability of such external sites. Melodi expressly disclaims all liability related to your use of third-party services and content accessed through our Services. You are encouraged to be aware when you leave our Services, and to read the terms and conditions and privacy policy of any third-party website or service that you visit.
6. Modifications to the Services and Terms
6.1 Services Modification. Melodi reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. Changes to our Services may occur for a variety of reasons, such as user feedback, compliance with laws, or product enhancements. We shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.
6.2 Terms Modification. We may amend these Terms at any time by posting the amended terms on our site and/or by sending you an email notification. Such modifications will become effective immediately upon posting or sending. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms.
7. Account Termination and Suspension
7.1 Voluntary Termination. You may terminate your account at any time through your account settings or by contacting us directly. Upon termination, you can request the deletion or return of your content in accordance with our data retention policy.
7.2 Involuntary Termination and Suspension by Melodi. Melodi may terminate or suspend your account, and your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. Reasons for such termination may include, but are not limited to, breaches or violations of these Terms or our policies, a request by law enforcement or other government agencies, discontinuation or material modification of the Services, technical or security issues, or engagement in illegal activities.
7.3 Effects of Termination. Upon termination, all licenses and other rights granted to you under these Terms will immediately cease. We will make reasonable efforts to notify you of the termination. Upon termination, we reserve the right, but are not obligated, to delete all of your content and data stored on our servers.
8. Confidentiality and Data Protection
Melodi is committed to protecting the confidentiality and integrity of the personal information you entrust to us. Your registration data and certain other personal information are subject to our Privacy Policy. We will not disclose your Confidential Information to third parties, except as required in the course of providing our Services. We will take all reasonable steps to protect your privacy according to our Privacy Policy.
9. Dispute Resolution, Governing Law and Waiver
9.1 Arbitration. For any dispute you have with Melodi, you agree first to contact us and attempt to resolve the dispute informally. If Melodi has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy through final and binding arbitration under the Rules of Arbitration of the American Arbitration Association.
9.2 Governing Law. These Terms are governed by and construed in accordance with the laws of Massachusetts, without giving effect to any principles of conflicts of law and will specifically not be governed by the United Nations Conventions on Contracts for the International Sale of Goods, if otherwise applicable.
9.3 Class Action Waiver. You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
10. Limitation of Liability
10.1 Limitation of Liability. To the extent permitted by law, Melodi Ltd., its affiliates, directors, officers, employees, agents, suppliers, or licensors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from: (a) your access to, use of, or inability to access or use the Services; (b) any conduct or content of any third-party on or related to the Services; (c) any unauthorized access, use, or alteration of your transmissions or content; or (d) any other matters relating to the Services. In no event shall Melodi’s aggregate liability for all claims relating to the services exceed the greater of $100 or the amount you paid Melodi, if any, in the last 12 months.
10.2 Exclusions and Limitations. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations and exclusions may not apply to you. This agreement gives you specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law.
11. Indemnification
11.1 Agreement to Indemnify. You agree to defend, indemnify, and hold harmless Melodi Ltd., its affiliates, officers, agents, employees, and partners from any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your access to, use of, or alleged use of the Services; (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein; or (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right.
11.2 Melodi’s Right to Control. Melodi Ltd. reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate with Melodi in asserting any available defenses.
12. Governing Law and Dispute Resolution
12.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of Massachusetts, without regard to or application of its conflict of law provisions or your state or country of residence.
12.2 Arbitration Agreement & Waiver of Certain Rights. You and Melodi Ltd. agree that all disputes and claims relating in any way to these Terms or your use of the Services, including disputes arising out of or relating to this statement, shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.
13. General Provisions
13.1 Entire Agreement/Severability. These Terms, together with any amendments and any additional agreements you may enter into with Melodi Ltd. in connection with the Services, shall constitute the entire agreement between you and Melodi Ltd. concerning the Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
13.2 No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Melodi Ltd.'s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
13.3 Amendment. Melodi Ltd. reserves the right to alter, update, or remove our Services at any time. We may conduct such modifications to our Services for security reasons, intellectual property or other legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications. For further clarity, the standard terms and conditions apply to our amended Services.
13.4 Assignment. You may not assign any of your rights or delegate your obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of us. We may assign these Terms in their entirety, without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
How to Contact Us
If you have any questions about these Terms or the Services, please contact us at info@melodi.fyi