Welcome to MelodyArc
These Terms of Service govern your access to and use of the MelodyArc Services,
on a paid or free plan basis. By installing MelodyArc or using or accessing the Services,
you are agreeing to these terms. All terms used in these Terms of Service have meanings defined in Section 15.
- We'll refer to MelodyArc products accessed through the MelodyArc website or select third
party platforms as the "MelodyArc Platform" or "the Platform", and all the services that
MelodyArc provides in connection with the Platform as "the Services."
- We'll refer to these Terms of Service as "the Terms" and any form by which you
agree to the subscribe to the Services as " the Order Form." We'll refer to the Terms
and the Order Forms collectively as "the Agreement."
- We'll refer to MelodyArc Inc. as "we", "us", "the Company", or "MelodyArc."
- We'll refer to you, an entity purchases the Services for use by individuals you designate,
or an individual authorized by the entity to access the Services on its behalf, as "you",
"Client" or "Authorized User". We will refer to your customers or end-users as "Customers".
- In these Terms, the words "include" and "including" will not be construed as terms of limitation.
These Terms are a legally binding contract between you and MeldoyArc, Inc. To access the MelodyArc
Platform, you must be able to enter into a legally binding contract, and represent that
you are at least 18 years old or, if a business, duly organized and legally in good standing.
Our collection and use of personal information in connection with Customers' and Authorized Users'
1. Updates to the agreement
We may update the Agreement from time to time. If we materially update
any portion of the Agreement, we will notify you, at the email address provided in your Account
profile, or by other reasonable means (for example, by posting a notice on our website)
before the date the update becomes effective. We will also post the updated Agreement
in its original location marked with a new date. Changes will not be retroactive nor affect your
current Subscription Term. Your renewal of your Subscription Term after we publish a notice about
changes to the Agreement means that you are consenting to the updated Terms.
A. Your Right to Use the Services
During the Subscription Term, we grant you a limited, non-exclusive, revocable, non-sublicensable,
non-transferable license to use and access the Services described in the Order Form, pursuant to the
terms of this Agreement. Your use of the Services includes the right to access all functionality available
in the package(s) chosen on the Order Form (and any applicable usage limitations), as of the effective date
of the Order Form. The Services may require installation of MelodyArc code on Client Properties. In these cases,
subject to the same conditions above, the rights granted in this Section further include the right to install
and use relevant MelodyArc Services on the Client Properties.
B. Your Service Account
If you register an Account as an administrator of the Services on behalf of a business, organization or other legal
entity, (a) you represent and warrant that you have the authority to legally bind that
entity and to grant MelodyArc all permissions and licenses provided in this Agreement;
(b) you shall not allow access to or use of Services by anyone other than Authorized Users.
Authorized Users agree to: (i) not share your Account or transfer any part of it to anyone else;
(ii) provide accurate, current and complete information during the registration process and keep
your Account up-to-date; and (iii) keep your password secure and confidential. We reserve
the right to refuse registration. You agree to notify us immediately of any unauthorized use
of your Account and are responsible for anything that happens through your Account prior to
closing it or reporting misuse to us. The Client is responsible for Authorized Users'
compliance with this Agreement, including for ensuring that Authorized Users maintain
the confidentiality of their passwords and user names.
C. Usage Limitations
You may only use the Services on one Client Property per subscription, unless other specified in the Order Form.
The Services may be subject to additional limitations, for example, numerical limits on Customer
Visitors or Actions Taken specific to the type of subscription you purchase. If we make modifications
to these limits, these modifications will not apply to you until your next Subscription Term, if any.
D. Services Updates
From time to time, MelodyArc may enhance or modify the Platform or introduce new Services.
MelodyArc will provide notice unless such changes are of minor nature with no material effect
on the Agreement. MelodyArc may make available new features or functionalities and may market
these separately and require the payment of additional fees. You agree that we shall not be
liable to you or any Third Party for any modification of the Services in keeping with this section.
E. Third-Party Services and Platforms
Certain elements of the Services may be provided through Third Party Services providers, including
third party e-commerce platforms like Shopify. Your use of any such Third Party Services is subject
to the terms of service governing such websites and services. You understand and agree that the
availability of the Services, or certain features and functions thereof, is dependent on the
corresponding availability of Third Party Services or specific features and functions of Third Party
Services. We are not responsible for any interruptions or issues with the Services caused by
Third Party Services, and make no representation or warranty regarding Third Party Services,
whether or not we recommend, certify, or otherwise approve a Third Party Service for use
with the Services. Your dealings or participation with Third Party Services are solely between
you and the applicable Third Party Service providers. You agree that MelodyArc is not responsible
for any loss or damage of any sort relating to your dealings with Third Party Services, and that your
3. Fees and payment terms
In consideration for MelodyArc providing the Services, the Client
will pay the Company the non-refundable fees ("Fees"), if applicable, set forth in the applicable
Order Form in accordance with the payment terms set forth therein and without offset or deduction.
The Client will agree to automatic, monthly billing through MelodyArc or other Third Parties.
MelodyArc or such Third Parties will charge the Client's selected payment method (such as a
credit card or billed through a Third Party, such as Shopify) for any Fees on the applicable
payment date, including any applicable taxes. If MelodyArc or such Third Parties cannot charge
the Client's selected payment method for any reason, the Client remains responsible for any
uncollected amounts, and the Company will attempt to charge the payment method again as Merchant
may update its payment method information.
4. Data monitoring
A. License to your Data
By using the Services, you grant MelodyArc and its Affiliates, a limited, non-exclusive,
royalty-free, worldwide, sublicenseable license to use, copy, store, transmit, modify, and
create derivative works of the Client and Customer Data solely to the extent necessary to
provide the Services to you. You are responsible for obtaining and providing relevant account
information for any Third Party Services from which the Services collect your account information
or data. We will use commercially reasonable administrative and technical safeguards to secure
Client and Customer Data from accidental loss and from unauthorized access, use, alteration or
disclosure. Given the risks inherent with the internet, we are not responsible or liable for failure
to store Client and Customer Data or other materials you transmit through the Services, except to
you agree that MelodyArc may collect, analyze, use and disclose data derived from Client or Customer Data
in de-identified form, provided direct identifiers have been permanently removed or obscured so the
remaining information may not reasonably identify or be linked to an individual, for any purpose
permitted under Applicable Law, including, without limitation, (a) to compile statistical and
performance information and analytics related to the provision and operation of the Services;
(b) to enhance and improve the Services; (c) to develop and train MelodyArc's artificial intelligence
and machine learning capabilities; and (d) to conduct internal research, development, and marketing.
By using the Services, including any products or services that facilitate the sharing of Client or Customer4
Data to or from Third Party Services, you understand that you are solely responsible for Customer Data and
you assume all risks associated with the Customer Data, including anyone's reliance on its quality, accuracy,
or reliability. As between MelodyArc and you, you are solely responsible for the accuracy, quality,
integrity, and reliability of all Client and Customer Data. You represent and warrant that you or your
Authorized Users own or have the necessary permissions to use, and authorize the use of, the Customer Data as
B. MelodyArc Data
You agree that we will have the right to monitor use of the Services by all of our Clients and their
Customers and use the data gathered in an aggregate and anonymous manner, which we may use for any business
purpose during or after the term of this Agreement (including to develop and improve our products and
services, to compile statistical and performance information related to the provision and operation of the
Services or to support benchmarking or similar features of the Services). You agree that we may use and
publish the MelodyArc Data, provided that such information does not incorporate any Customer Data or identify
you, Authorized Users, and is stripped of all persistent identifiers (such as device identifiers, IP
addresses, and cookie IDs). We retain all intellectual property rights in the MelodyArc Data.
C. Our Right to Remove Customer Data
We have the absolute right to remove or disable access to any Client or Customer Data on the Platform as
needed to (a) operate, secure and improve the Services (including without limitation for fraud prevention,
risk assessment, investigation and customer support purposes); (b) ensure Authorized Users' compliance with
the Agreement (or any MelodyArc policy), Applicable Law, or an order or requirement of a court, law
enforcement or other administrative agency or governmental body; or (c) as otherwise set forth in this
Agreement. If we become aware of any Client or Customer Data that allegedly violates this Agreement, we may
investigate the allegation and determine in our sole discretion whether to act, but have no liability or
responsibility to do so. You agree to cooperate with us in good faith, as we may reasonably request, in any
investigation we choose to undertake.
5. Acceptable use of the services
A. Prohibited Activities
You may not access or use the Platform for any purpose other than that for which we make the Platform
available. You shall not use, or encourage, facilitate, or instruct others to use the Services for any
illegal, harmful or offensive use.
As a user of the platform. You agree not to:
B. Prohibited Content
- access any content available through the Services through any technology or means other than those
authorized by us on the MelodyArc Platform for any purpose not authorized in the Agreement;
- interfere with or compromise the system integrity or security or decipher any transmissions to or from
the servers running the Platform, or otherwise causing harm to the Platform, such as configuring the
Services (or any component thereof) to avoid incurring fees;
- attempt to gain unauthorized access to Accounts; remove, circumvent, disable, damage or otherwise
interfere with security or other preventive features of the Platform;
- use the Services to transmit any computer viruses, worms, defects, Trojan horses, malicious code,
spyware, malware or other items of a destructive or harmful nature;
- take any action that imposes, or may impose at our sole discretion, an unreasonable or
disproportionately large load on our infrastructure;
- export, re-export, import, or transfer any part of the Services except as authorized by United States
law, the export control laws of your jurisdiction, and any other applicable laws;
- commercially exploit the Services or make the Services available to any third party, other than to
Authorized Users or as otherwise contemplated by this Agreement, or access the Services for the purpose of
building a similar or competitive product;
- copy, translate, create, a derivative work of, reverse engineer, reverse assemble, disassemble, or
decompile the Services or MelodyArc Technology;
- use the Services for purposes of product evaluation, benchmarking, or other comparative analysis
intended for publication without our prior written consent;
- partake in any activity that, in our sole judgment, restricts or inhibits any other person from using
or enjoying any aspect of the Services or exposes or may expose any users of the Services to harm or
liability of any sort;
- harass, intimidate, or threaten any of our employees or agents engaged in providing any portion of the
Service to you;
- use the Services as part of any effort to compete with us or otherwise use the Services for any
revenue-generating endeavor or commercial enterprise.
You shall not transmit, store, display, distribute or otherwise make available any Customer or Client Data
or other Content through the Services that:
- are fraudulent, false, misleading (directly or by omission or failure to update information) or
deceptive, defamatory, libelous, harassing, abusive, sexually explicit, or pornographic;
- are intended to harass or threaten (in the legal sense of those terms) any other person or animal and
to promote violence against a specific person or class or people or animal;
- you do not have the permission from the content owner or individuals appearing in the content to post,
free of charge;promote illegal or harmful activities or substances;
- promote illegal or harmful activities or substances;
- seek to harm or exploit children by exposing them to inappropriate content, asking for personally
identifiable information or otherwise;
- may constitute or contribute to a crime or tort;
- contain any information or content that is illegal;
- create a risk of any other loss or damage to any person or property;
- violate any associated Third Party terms of service or regulations;
- violate any other MelodyArc policy;
- or otherwise violate any applicable law, regulation, or rule.
By using the
the Platform is hosted in the United States. If you access the Platform from any other region of the world
with law or other requirements governing personal data collection, use, or disclosure that differ from
applicable laws in the United States, then through your continued use of the Platform, you are transferring
your data to the United States, and you agree to have your data transferred to and processed in the United
required disclosures to Customer and Visitors with regards to the processing of their Personal Information for
the Services; (b) obtain all necessary rights, releases, and consents to allow Customer Data to be collected,
used, and disclosed in the manner contemplated by this Agreement and to grant MelodyArc the rights set out in
this Agreement; and (c) use commercially reasonable efforts to ensure that a Customer or Visitor is provided
with clear and comprehensive information about, and consents to, the storing and accessing of cookies or other
information on the device where such activity occurs in connection with the Services and where providing such
information and obtaining such consent is required by law. Each of us agrees to comply with our own privacy
policy and all Applicable Law with respect to Personal Information included in the Client and Customer Data,
including with respect to our communications to persons or entities identified in the Client and Customer Data.
another under this Agreement, and to only use the Confidential Information as
specifically permitted by the terms and conditions of this Agreement. "Confidential Information" is information,
in whatever form, not generally known or readily available to the public, and proprietary and confidential to
the disclosing party, including, with respect to MelodyArc, the MelodyArc Data and all non-public features of
the MelodyArc Platform and Services; with respect to Customer, Customer Data; and with respect to both parties,
the terms and conditions of each Order Form. Notwithstanding the foregoing, we reserve the right at all times to
disclose any information as necessary to satisfy any Applicable Law, legal process or governmental request. You
agree not to publicly disseminate information regarding the performance of the Services (which is deemed
MelodyArc's Confidential Information).
A. What MelodyArc Owns
Through this Agreement, you acknowledge that you are obtaining a limited right to use the Services and that
irrespective of any use of the words "purchase", "sale" or similar terms, no ownership rights are transferred
to you under this Agreement. The Services are offered as an online, hosted product. As between you and
MelodyArc, you acknowledge and agree that we (or our licensors) own the Services (including the MelodyArc
Technology) and the copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual
and proprietary rights throughout the world associated with MelodyArc and the Services (with the exception of
Customer Data), which are protected by applicable intellectual and proprietary rights and laws.B. What You Own
As between MelodyArc and you, MelodyArc acknowledges and agrees that you own the Client and Customer Data,
Client Properties, and all content contained within them (excluding any MelodyArc Technology) and your
copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary
rights with respect to your products and services. You grant to MelodyArc and our Third Party providers
(including Third Party Services), under all of your applicable intellectual property rights, a worldwide,
non-exclusive, royalty-free, non-transferable, sublicensable license to use, reproduce, distribute, modify,
perform and display the Client and Customer Data solely in conjunction with the provision of the Services
under this Agreement. We agree not to disclose, disseminate, or make available Customer Data to third parties
other than as needed to perform the Services or as otherwise provided in this Agreement. Additionally, you
grant us the right and license to use your trade names, trademarks, service marks, trade dress, logos and
other rights in indicia to identify you as a MelodyArc customer.C. Suggestions and Feedback
We welcome and encourage suggestions for improvements and other feedback related to the Platform
("Feedback"). You may submit Feedback by emailing us at firstname.lastname@example.org
or by other means of communication. Any Feedback you submit to us will be considered non-confidential and
non-proprietary to you. By submitting Feedback to us, you grant us an irrevocable, non-exclusive,
royalty-free, perpetual, worldwide, assignable, sublicensable, transferable license to use, modify, prepare
derivative works of, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to
be waived, against us or our users any claims and assertions of any moral rights contained in such Feedback.D. Data
We may monitor use of the Services by all Clients and Customers and use the data gathered in an aggregate
and anonymous manner, including to compile statistical and performance information related to the provision
and operation of the Services or to support benchmarking or similar features of the Services. You agree that
we may use and publish the Data, provided that such information does not incorporate any Customer Data or
identify you. We retain all intellectual property rights in the Data.
9. Term and termination
A. Subscription Term and Renewal
By executing an Order Form for purchase of Services, you are agreeing to pay applicable fees for the
entire Subscription Term. You cannot cancel or terminate a Subscription Term except as expressly permitted by
Section 9(B) (Termination and Suspension). If no subscription start date is specified on the applicable Order
Form, the subscription starts when you first obtain access to the Services. Each Subscription Term will
automatically renew for an additional monthly period unless: (i) otherwise stated on the applicable Order
Form; or (ii) either party gives notice (through the means of a Third Party or written notice or otherwise) of
non-renewal before the end of the then-current Subscription Term. Pricing for any Subscription Term renewal,
new Order Form, or Order Form changes will be at MelodyArc's then-applicable rates. This Agreement is
effective until all Subscription Terms for the Service(s) have expired or are terminated as expressly
permitted in this Agreement.
B. Termination and Suspension
Either party may terminate this Agreement, including any related Order Form, if the other party: (a) commits
a material breach of this Agreement (including a failure to pay undisputed fees); (b) ceases operation without
a successor; or (c) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust
deed, creditors' arrangement, composition, or comparable proceeding, or if any of these proceedings are
instituted against that party. In addition, we may suspend or immediately terminate this Agreement with
respect to a Customer or an Authorized User, and any related Order Forms, immediately in the event of a breach
of Sections 5 (Acceptable Use of the Services) or 6 (Privacy); if you have exceeded reasonable usage limits
due to actions not intended for use of the Services, or for one or repeated violations of this Agreement. We
will have no liability for taking action as permitted above. For the avoidance of doubt, you will remain
responsible for payment of fees during any suspension period under this Section 9(B). However, unless this
Agreement has been terminated, we will cooperate with you to promptly restore access to the Services as long
as we are able to once we verify that you have resolved the condition requiring suspension.
C. Effect of Termination
Upon any expiration or termination of this Agreement or an Order Form: (a) your license rights terminate and
you must promptly: (i) stop use of the Services(s); (ii) stop distributing any MelodyArc Services installed on
your Client Properties; and (iii) delete (or, at our request, return) any MelodyArc Assets or Confidential
Information in your possession, custody, or control; and (b) your right to access any Client and Customer Data
and Reports in the applicable Services will cease and MelodyArc may delete the Client and Customer Data and
Reports at any time after the date of termination. If we terminate this Agreement for cause as provided in
Section 9(B) (Termination and Suspension), any payments for the remaining portion of the Subscription Term
will become due and must be paid immediately by you. Except where this Agreement specifies an exclusive
remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not
exclusive of any other rights or remedies that may be available to a party. In the event that we permanently
suspend your Account, during a Subscription Term pursuant to Section 9(B) (Termination or Suspension) above,
you are not entitled to a restoration of your Account or any of your Customer Data. If we have suspended your
individual Authorized User Account, you may not register a new Account or access and use the Services through
an Account of another user. All sections of this Agreement which by their nature should survive termination
will survive termination, including accrued rights to payment, confidentiality obligations, indemnification,
warranty disclaimers, and limitations of liability.
THE SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. NEITHER
MelodyArc NOR OUR SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. MelodyArc
MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT THE SERVICES WILL BE TIMELY,
UNINTERRUPTED OR ERROR-FREE. MelodyArc DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT
BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND OUR REASONABLE CONTROL. MelodyArc WILL NOT BE
RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES OR THIRD-PARTY SERVICES (INCLUDING FOR ANY
DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS OR TO
THESE ITEMS BY THE SERVICES), FOR THE COLLECTION, USE AND DISCLOSURE OF CUSTOMER DATA AUTHORIZED BY THIS
AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CUSTOMER BASED UPON THE SERVICES (INCLUDING
CHANGES TO CUSTOMER PROPERTIES). THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT. YOU MAY HAVE OTHER STATUTORY RIGHTS.
HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST
PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
You agree to defend, indemnify, and hold us harmless, including our
subsidiaries, Affiliates, and all of our respective officers, agents, partners, and employees, from and against
any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any
third party due to or arising out of: (a) use of the Services; (b) bread of the Agreement; (c) any breach of
your representations and warranties set forth in the Agreement; or (d) your violation of the rights of a third
party, including but not limited to intellectual property rights'. Notwithstanding the foregoing, we reserve the
right, at your expense, to assume the exclusive defense and control of any matter for which you are required to
indemnify us, and you agree to cooperate, at your expense, with defense of such claims. We will use reasonable
efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon
becoming aware of it.
12. Limitations of liability
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU
OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTIAL, SPECIAL, OR PUNITIVE
DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE
SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
A. Choice of Law and Venue
These Terms of Service and your use of the Services are governed by and construed in accordance with the
laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of
Delaware, without regard to its conflict of law principles.
B. Modifications and Interruptions
We reserve the right to change, modify, or remove components of the Services at any time for any reason at
our sole discretion without notice. However, we have no obligation to update the Services. We also reserve the
right to modify or discontinue the Services without notice at any time. We will not be liable to you or any
third party for any modification, price change, suspension, or discontinuance of the Service. We cannot
guarantee the Services will be always available. Inherent with the risks of the internet, we may experience
unexpected problems or need to perform maintenance related to the Services, resulting in interruptions,
delays, or errors. You agree that we have no liability whatsoever for any loss, damage, or inconvenience
caused by your inability to access or use the Services during any downtime or discontinuance of the Services.
Nothing in these Terms will be construed to obligate us to maintain and support the Platform or to supply any
corrections, updates, or releases in connection therewith.
C. General Terms
This Agreement (including each Order Form) contains the entire understanding between MelodyArc and you
relating to the subject matter herein and supersedes all prior oral or written agreements between us. In the
event of a conflict between the terms of these Terms of Service and an Order Form, the Terms of the Order Form
shall control, but only as to that Order Form. You may not assign or transfer your rights and benefits under
this Agreement without our prior written consent, but we may assign or transfer this Agreement without
restriction. Except as set forth in this Agreement, nothing in this Agreement shall be deemed to confer any
rights or benefits on any third party. No waiver, amendment, modification or addition to this Agreement shall
be valid unless in writing and signed by both you and us. In the event any provision of this Agreement is
determined to be invalid by a court of competent jurisdiction, such determination shall in no way affect the
validity or enforceability of any other provision herein. To the extent allowed by Applicable Law, you agree
that you will bring any claim or cause of action arising from or relating to your access or use of the
Services within two (2) years from the date on which such claim or action arose or accrued or such claim or
cause of action will be irrevocably waived. The relationship between the Parties is that of independent
contractors. Nothing in this Agreement will be construed to establish any partnership, joint venture or agency
relationship between the Parties. This is a non-exclusive arrangement.
14. Information or complaints
If you have a question or complaint regarding the Services or about this
Agreement, please send us an email at email@example.com. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include
credit card information or other sensitive information in your e-mail correspondence with us. California
residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at
(916) 445-1254 or (800) 952-5210.
"Account" means an account you register with MelodyArc prior to accessing the Services.
"Actions Taken" means any applicable actions taken by Customers or Clients on the Platform that are eligible
to be tracked and charged for, such as order tracking actions.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common
control with the subject entity.
"Agreement" means these Terms of Service, Order Forms, and any other documents or policies referenced or
"Applicable Law" means all applicable local, state, federal, and international laws, rules, and regulations.
"Authorized User" means an employee, representative, consultant, contractor or other agent of Company who is
authorized to access and use the Services for Client's benefit through the individual's unique registered
"Client Data" means the data, information and content provided by you to us, including through Third Party
Services providers, to enable provision of the Services, including (i) Customer Content; (ii) Submitted Data;
and (iii) Visitor Data.
"Client Property or Properties" means any a web page located at single domain/URL and its subdomains under
your control that sends data to the MelodyArc Platform. Unless otherwise specified in an Order Form, you may
only use the Services on one Client Property.
"Customer" means an end-user or visitor to the Client Property.
"Customer Data" means the data and information concerning the characteristics and activities of Customers on
the Client Properties collected for Client by the Services.
"Feedback" means suggestions for improvements and other feedback related to the MelodyArc Platform.
"MelodyArc Data" means statistical and use data collected by us pertaining to use of the Services.
"MelodyArc Platform" means the MelodyArc software-as-a-service product(s) accessed through the MelodyArc
"MelodyArc Technology" means any and all Documentation, MelodyArc Data and other technology, code, know-how,
logos and templates (including in any Reports or output obtained from the Services) underlying the Services, and
anything delivered as part of support or other services, and any updates, modifications or derivative works of
any of the foregoing, including as may incorporate any Feedback.
"Order Form" means any online sign-up or agreement to use MelodyArc Services that includes a price, whether
free or paid. Unless specifically provided otherwise in the Order Form, Order Forms will be deemed to
incorporate the terms of this Agreement.
"Report" means analyses generated through the MelodyArc Platform.
"Services" mean the services, individually and collectively, that we provide in connection with your
subscription to the MelodyArc Platform, such as web-based analytics, system management and monitoring tools,
Documentation, Reports, and associated technologies. Includes all MelodyArc Technology and any support and
maintenance services provided.
"Subscription Fee" means the amount you pay, if any, for the Services.
"Subscription Term" means the initial term for the subscription to the applicable Services, as specified on
your Order Form(s), and each subsequent renewal term, if any.
"Submitted Data" means data uploaded, inputted or otherwise submitted by Customer or Client to the Services,
including content, data or other materials that you provide to the Services from your third-party data providers
or Third Party Services.
"Third Party Service(s)" means services delivered or performed by third parties related to the Services, or
other online, web-based services, e-commerce platforms or other business application subscription services, that
interoperate with or are used in connection with the Services, and any other products not developed by MelodyArc.
"Visitor" means any end user of a Customer Property.
"We," "us," "our" and "MelodyArc" refer to MelodyArc Inc.
"You" or "your" refers to Client, Customer or an Authorized User, as applicable.