These Mele Group, LLC Terms of Service constitute an agreement (this “Agreement”) by and between Mele Group, LLC (“Company”), who provides online course curriculum and consulting services, and the individual or business entity executing this Agreement (“Customer”). This Agreement is effective as of the date Customer clicks “Accepted and Agreed To” (the “Effective Date”). Customer’s use of this Site, and/or Customer’s provision of the Company Services are governed by this Agreement.
EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.
1.1 “Consulting Services” means Company’s hourly consulting services as specified in an applicable Order.
1.2 “Course Offerings” means Company’s online course curriculum as specified in an applicable Order.
1.3 “Customer” means a person or business entity who has ordered Services.
1.4 “Intellectual Property Rights” means all current and future rights in copyrights, trade secrets, trademarks, mask works, patents, and other intellectual property rights that may exist anywhere in the world.
1.5 “Order” means an ordering document or online order for purchase of Services entered into by and between the Customer and Company and referencing this Agreement.
1.7 “Services” means Company’s Course Offerings and/or Consulting Services.
1.8 “Site” means Company’s website located at www.melegroup.net.
1.9 “User” means any individual who uses the Site either for the purchase of Services or as a Site visitor. Users include Customers
2.1 Course Offerings. Company will make available to Customer Course Offerings pursuant to this Agreement, and the applicable Order. Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and view the course(s) and associated content solely for Customer’s personal and internal business use only (“Permissible Use”). Customer may not copy, reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works, sublicense or otherwise transfer or use any Course Offering (in whole or part) in any manner contrary to the Permissible Use.
2.2 Consulting Services. Company will make available to Customer Consulting Services pursuant to this Agreement, and the applicable Order.
4.1 Customer Content. Customer grants Company a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute any content uploaded or otherwise provided to the Site or Course Offering (“Customer Content”). Customer represents that it has the right, power and authority necessary to upload or otherwise provide the Customer Content to Company.
4.2 Customer Content Deletion. Company may permanently erase Customer Content if Customer’s account is delinquent, suspended, or terminated for 30 days or more.
4.3 Aggregate & Anonymized Data. Notwithstanding the provisions above of this Article 4, Company may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. (“Aggregate Data” refers to Customer Content with personally identifiable information removed such as name or email information.)
5.1 Acceptable Use. Customer shall not: (a) provide Services passwords or other log-in information to any third party; (b) share non-public Services features or content with any third party; (c) access the Services in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Services, or to copy any ideas, features, functions or graphics of the Services; or (d) reproduce, publish, or disseminate audio recordings, video recordings, photographs, articles, or other works of authorship without the written permission of Company. In addition, Customer shall not use the Services: (i) in any way that violates applicable law or the privacy rights of any person or entity; (ii) to harass or threaten any person or entity; (iii) to facilitate identity theft; (iv) to penetrate or disable any security Services in an unauthorized or unlawful manner; (v) to intentionally distribute a computer virus; or (vi) to launch a denial of service attack. Furthermore, Customer shall not scrape, or otherwise download in bulk, any materials or other content provided on the Site and/or Course Offerings. In the event that it suspects any breach of the requirements of this Section 5.1, including without limitation by Users, Company may suspend Customer’s access to the Services without advanced notice, in addition to such other remedies as Company may have. This Agreement does not require that Company take any action against Customer or any User or other third party for violating this Section 5.1, or this Agreement, but Company is free to take any such action it sees fit.
5.2 Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the Services, including without limitation by protecting its passwords and other log-in information. Customer shall notify Company immediately of any known or suspected unauthorized use of the Services or breach of its security and shall use best efforts to stop said breach.
5.3 Compliance with Laws. In its use of the Services, Customer shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Data.
6.1 IP Rights to the Services. Company retains all right, title, and interest in and to the Services, including without limitation all Intellectual Property Rights therein. This Agreement does not grant Customer any intellectual property license or rights in or to the Services or any of its components, except to the limited extent that this Agreement specifically sets forth. Customer recognizes that the Services and its components are protected by copyright and other laws.
6.2 Feedback. Company has not agreed to and does not agree to treat as confidential any Feedback (as defined below) Customer or Users provide to Company, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Company’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer or the User in question. Customer hereby grants Company a perpetual, irrevocable right and license to exploit Feedback in any and every way. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Company’s products or services.)
6.3 Digital Millennium Copyright Act (“DMCA”). Copyright owners who believe that their material has been infringed on the Company Site should contact Company’s designated copyright agent at email@example.com. Notification must include: (i) Identification of the copyrighted work, or, in case of multiple works at the same location, a representative list of such works at that site; (ii) Identification of the material that is claimed to be infringing or to be the subject of the infringing activity. You must include sufficient information for Company to locate the material (e.g., URL, IP address); (iii) Sufficient information for Company to contact the complaining party (e.g., email address, phone number); (iv) A statement by the complaining party that they believe in good faith that the use of the material has not been authorized by the copyright owner or an authorized agent; and (v) A statement that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the copyright owner.
7.1 Nondisclosure. Customer shall not use Confidential Information for any purpose other than use of the Services (“the “Purpose”). Customer shall not disclose Confidential Information to any third party without Company’s prior written consent. Without limiting the generality of the foregoing, Customer shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Customer shall promptly notify Company of any misuse or misappropriation of Confidential Information that comes to Customer’s attention. Notwithstanding the foregoing, Customer may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Customer shall give Company prompt notice of any such legal or governmental demand and reasonably cooperate with Company in any effort to seek a protective order or otherwise to contest such required disclosure, at Company’s expense.
7.2 Injunction. Customer agrees that breach of this Article 7 would cause Company irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Company will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
7.3 Termination & Return. With respect to each item of Confidential Information, the obligations of Section 7.1 above (Nondisclosure) will terminate 5 years after the date of disclosure; provided that such obligations related to Confidential Information constituting Company’s trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of this Agreement, Customer shall return all copies of Confidential Information to Company or certify, in writing, the destruction thereof.
7.4 Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Company will retain all right, title, and interest in and to all Confidential Information.
8.1 From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement; and (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Services; and (c) if it is a business, then it is a corporation, or a sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law; or (d) if it is an individual customer, then the individual customer is at least 18 years old.
8.2 Warranty Disclaimers. CUSTOMER ACCEPTS THE SERVICES “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) COMPANY HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.
8.3 No Guarantee of Results. Company has not made any guarantees about the results for Customer of visiting the Site or purchasing Services under this Agreement. Company provides educational and informational resources for Users. Users (including Customers) agree and acknowledge that their ultimate success or failure will be the result of their own efforts, their particular situation, and many other circumstances beyond the control of Company. Customer also acknowledges and agrees that prior results obtained by others does not guarantee a similar outcome or result.
8.4 Third Party Websites. Company Site or Course Offerings may include hyperlinks to websites maintained or controller by others. Customers who choose to visit such Third Party Websites agree to do so at their own risk.
10.1 Dollar Cap. COMPANY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS RECEIVED BY COMPANY DURING THE 12 MONTHS PRECEEDING THE ACTION GIVING RISE TO THE CLAIM OR CLAIMS HEREUNDER.
10.2 Exclusion of Consequential Damages. IN NO EVENT WILL COMPANY BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
10.3 Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 10 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF COMPANY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 10, Company’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Company’s liability limits and other rights set forth in this Article 10 apply likewise to Company’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
11.1 Termination for Cause. Either party may terminate this Agreement for the other’s material breach by written notice specifying in detail the nature of the breach, effective in 30 days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure.
11.2 Effects of Termination. Upon termination of this Agreement, the following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; 6.1-6.2 (IP & Feedback), 7 (Confidential Information), 8.2-8.4 (Warranty Disclaimers), 9 (Indemnification), and 10 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.
12.1 Independent Contractors. The parties are independent contractors and shall so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
12.2 Notices. Company may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer on the applicable Order, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to Company’s contact information on the applicable Order, and such notices will be deemed received 72 hours after they are sent.
12.3 Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.
12.4 Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Company’s express written consent. Except to the extent forbidden in this Section 12.4, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
12.5 Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
12.6 No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
12.7 Choice of Law & Jurisdiction. This Agreement and all claims arising out of or related to this Agreement will be governed solely by the internal laws of the State of California including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of northern California. This Section 12.7 governs all claims arising out of or related to this Agreement, including without limitation tort claims.
12.9 Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
12.10 Amendment. Company may amend this Agreement from time to time by posting an amended version at its Website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Company written notice of rejection of the amendment. In the event of such rejection, then the Agreement shall terminate with Customer.