Terms of Service

Terms of Service

Welcome to Melanence, an online professional career and development platform for people of color. The Melanence website and service including (without limitation) all websites, mobile applications and other interactive properties through which the service is delivered (collectively, the “Service”) are owned, operated and distributed by Melanence, Inc., a Los Angeles (referred to in these Terms of Service as “Melanence” or “we” and through similar words such as “us,” “our,” etc.). By accessing any part of the Service, you are agreeing to the terms and conditions described below (these “Terms of Service”), the terms and conditions of our privacy policy (the “Privacy Policy”) and any other legal notices published by us on the Service (collectively, the “Governing Documents”). If you do not agree to any of these terms, you should not use the Service. These Terms of Service apply to all users, including both users who are simply viewing content available via the Service and users who have registered as members of Melanence. 

We may, at our sole discretion, modify these Terms of Service at any time. By accessing the Service at any time after such modifications, you are agreeing to such modifications. These Terms of Service were last modified as of August 1, 2020.

Description of Service

The Melanence Service allows a platform of career and professional development growth for communities of color.

We reserve the right to refuse to provide the Service to any person for any reason and/or to discontinue the Service in whole or in part at any time, with or without prior notice.

Copyright, Licenses and User Submissions

The entire contents of the Service are protected by domestic copyright and trademark laws and other proprietary rights. The owners of the copyrights and trademarks are Melanence, its affiliates and/or other third party licensors. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SERVICE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE. You may print and download portions of material from the different areas of the Service solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials, and not to share any material that you paid for with anyone else who has not also purchased a license for that material.

You may not use any robots, spiders, or similar data mining, data gathering or extraction tools or manual processes to collect, gather or copy any content or data on or related to the Service in a manner not authorized by Melanence in writing. You may not engage in practices of “screen scraping,” “database scraping” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Service, in any manner and any quantities not authorized by Melanence in writing. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Melanence or its affiliates without express written consent. You may not use meta tags or any other “hidden text” utilizing the Melanence name or trademarks without the express written consent of Melanence.

Content submitted by users for inclusion on the Service (including, without limitation, any information submitted on message boards, forums or other public areas of the Service) is sometimes referred to in these Terms of Service as “User Submissions.” Whether or not any User Submission is published, it will be subject to these Terms of Service. Melanence does not guarantee any confidentiality with respect to a User Submission, regardless of whether or not it is published. You are solely responsible for your own User Submissions and the consequences of posting or publishing them. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to your User Submissions (and all content included therein), including the right to authorize Melanence to use the User Submissions in the manner contemplated by the Service and these Terms of Service.

You hereby grant to Melanence a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any User Submissions or any other materials or information (including, without limitation, ideas for new or improved products or services) you communicate to Melanence by all means and in any media now known or hereafter developed. You also grant to Melanence the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against Melanence for any alleged or actual infringement or misappropriation of any proprietary right in your communications to Melanence.

We neither endorse nor assume any liability for the contents of any User Submission. We generally do not pre-screen, monitor, or edit User Submissions. However, we and our agents have the right at their sole discretion to remove any User Submission or other content that, in our judgment, does not comply with these Terms of Service and any other rules of user conduct for the Service, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing any such User Submission or other content. You hereby consent to such removal and waive any claim against us arising out of such removal of any User Submission, whether it is your own or another user’s. See “Copyrights, Licenses and User Submissions” above for a description of the procedures to be followed in the event that any party believes that a User Submission infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

Melanence will not tolerate violations of intellectual property rights on the Service. If you are a copyright owner and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”). To provide Melanence notice of an infringement, you must provide a written communication to the attention of “DMCA Infringement Notification Dept.” care of info@Melanence.com that sets forth the information specified by the DMCA (see http://www.copyright.gov/title17/92chap5.html#512). You may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is infringing your copyright.

Account Terms

The following terms apply to your use of the Service and any account that you may open or attempt to open via the Service:

  1. You represent and warrant that you are at least 18 years of age. If you are under age 18, you may not, under any circumstances or for any reason, use the Service.
  2. There may be content that is only allowed to be viewed by users who are at least 21 years of age, adn yuo agree to adhere to the agre requirements for the course.
  3. You must be a human to open an account. Accounts registered by “bots” or other automated methods are not permitted.
  4. You are responsible for maintaining the security of your account and password. We view any actions taken by your account as taken by you. Melanence will not be liable for any loss or damage from your failure to comply with this security obligation.

Changing Fees

We reserve the right, at any time, to change any fees or charges for using any services provided on the Service (or to begin charging fees for any free service), provided that such changes will not apply to fees or charges paid or free services used prior to the time of the change.

Rules for All Users

Melanence is a community of professionals, creates & entrepreneurs. When you sign up for the Site, you agree to the following rules:

  1. You will use the Service only for lawful purposes and agree to not use the Service in any way that will infringe upon the use or rights of any other user.
  2. Your use of the Service is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the Service.
  3. You will not upload any copyrighted, trademarked, or proprietary materials on the Service without the expressed permission of the owner. You will not post any content that infringes on any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property or proprietary right of any party.
  4. You assume full responsibility for the content of the Service offered.
  5. You understand that classes posted are publicly available to be viewed and accessed by any user.
  6. You agree that you will not engage in any behavior that constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
  7. You will not share content from the Service with anyone who is not properly licensed to access the content.
  8. You will not upload, share, post, distribute or otherwise partake in any behavior that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies.
  9. You will not partake in any behavior that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability.
  10. You will not share software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party.
  11. You will not impersonate any person or entity, including any of our employees or representatives.
  12. You will not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all parts of the Service may be available to you or other authorized users of the Service. You shall not interfere with anyone else’s use and enjoyment of the Service. Users who violate systems or network security may incur criminal or civil liability.

Specific Rules for Instructors

When you publish a class on the Site, you agree to the following rules:

  1. While we currently do not place advertisements on any course content pages, we reserve the right to do so. You grant us the right to place advertisements on your content at our sole discretion.
  2. Any content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material.
  3. You represent and warrant to Melanence that you are qualified to teach the classes that you list with the Service and that you will at all times conduct yourself in a professional manner and in compliance with all applicable laws.
  4. You understand that, if you teach a class, your users will have the ability to post a review of this class. We cannot control the contents of any such review and will not be held responsible for any information or opinions that a user may include in any such review.
  5. You grant us full ownership of any video content that we have filmed for you. It is at our sole discretion to remove, add, or edit that video content. 
  6. You agree that you will not submit content to Melanence that violates the Melanence Community and Class Guidelines, which may be occasionally updated.
  7. Melanence reserves the right to, but is under no obligation, to delete the listing of any class at any time and for any reason.
  8. Melanence reserves the right to deny any content or discontinue any course based on not meeting course requirements.
  9. You agree to comply to our privacy policy in respect to any user data.

Specific Rules for Melanence Users 

When you enroll in a class on the Site, you agree to the following rules:

  1. You will accept all of the terms and conditions including the cancellation policy listed in the Service when you agree to enroll in or access a class on Melanence.
  2. You will follow all reasonable rules set by an instructor with respect to a class, and you will not take any actions to interfere with the instructor or any other users in the class.
  3. You may access class content for your information and personal use only.
  4. You will not copy any materials or techniques for purposes of your own or others’ classes.
  5. Melanence reserves the right to delete or suspend your account if you violate any of our rules, or at any time and for any reason.

Data Policy

When a user takes a class on Melanence, we will share the user’s username and profile with the instructor for the purpose of instructing these users on Melanence. By enrolling in a class on Melanence, a user grants to us permission to share that user’s information with the instructor. The instructor is required to respect the privacy of the user. The instructor has a limited license to use this information only for Melanence-related communications or for Melanence-facilitated transactions. The instructor may use that personal information for no other purpose, such as sending unsolicited commercial messages or unauthorized transactions. Remember that you need to comply with all relevant legal rules when you use Melanence. This includes applicable data protection and privacy laws which govern the ways in which you can use another Melanence user’s information.

Instructing or Participating in a Class

These Terms of Service and the Governing Documents are in addition to any agreements, releases or other documents (the “Class Agreements”) that an instructor and user may enter into in connection with a class, including any Class Agreements entered into through the Service. User’s and instructors are each responsible to the other for complying with the terms of the Class Agreements, but Melanence has no control over either party’s compliance. Among other things, Melanence cannot control (a) the provisions of the Class Agreements, (b) the accuracy or legality of the Class Agreements or (c) any party’s performance of its obligations under the Class Agreements. Accordingly, Melanence shall not be held responsible for any liability arising out of the Class Agreements or any actions that you may take in reliance thereon, and is not a party to any transaction between you and any other user. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE MELANENCE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “MELANENCE PARTIES”) FROM ANY CLAIMS OR DAMAGES OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, RELATING TO ANY DISPUTE RELATING TO THE CLASS AGREEMENTS OR ANY TRANSACTION OR ATTEMPTED TRANSACTION WITH ANOTHER USER OF THE SERVICE (WHETHER A USER OR INSTRUCTOR). YOU AGREE AND UNDERSTAND AND INTEND THAT THIS ASSUMPTION OF RISK AND RELEASE IS BINDING UPON YOU AND YOUR HEIRS, EXECUTORS, AGENTS, ADMINISTRATORS AND ASSIGNS.

Your instructoring or participation in a class is at your sole risk. Melanence does not supervise classes and is not involved in any way with the actions of any individuals (whether users or instructors) at any class. As a result, we have no control over the identity or actions of the individuals who are present at these classes, and we request that our users exercise caution and good judgment when participating in Classes. You acknowledge and agree that by participating in any class (whether as a user or instructor) you may be exposed to a variety of risks and hazards, which may or may not be foreseen, including (without limitation) personal injury, property damage and death. You are solely responsible for all costs and/or risks associated with your participation in any class. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE MELANENCE AND EACH OF THE OTHER MELANENCE PARTIES FROM ANY CLAIMS OR DAMAGES OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, RELATING TO YOUR PARTICIPATION IN ANY EVENT, WHETHER AS A USER OR INSTRUCTOR. YOU AGREE AND UNDERSTAND AND INTEND THAT THIS ASSUMPTION OF RISK AND RELEASE IS BINDING UPON YOU AND YOUR HEIRS, EXECUTORS, AGENTS, ADMINISTRATORS AND ASSIGNS.

If applicable, you waive California Civil Code Section 1542, which states, in relevant part: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Membership Fees

  1. Melanence collects all fees and pays out all instructors through third party providers. Each provider is its own company, and Melanence isn’t responsible for its performance.
  2. No refunds are offered for Membership fees or any other fees collected by the Service.
  3. Fees for Membership or any other portion of the Service may be changed at any time without prior notice.

Instructor Payments

  1. Instructors may earn revenue by publishing classes or offering additional services through Melanence. To qualify for payments each month, instructors must have an active course published prior to payout. 
  2. Melanence pays instructors on the 5th of the month. Payouts sent on the 5th of each month are for transactions that have occurred in the previous calendar month.
  3. Monthly payouts begin the month following the month in which an instructor publishes their first Membership class.
  4. Melanence distributes at least 30% of its monthly recurring revenue from Membership to Melanence Instructors on a monthly basis. The algorithm used to determine your monthly share is based primarily on your share of the total number of minutes watched on the platform. The specifics of the distribution calculation are subject to change from time to time.
  5. Instructors have 30 days from the time at which a payment was or should have been made to report any discrepancies. After 30 days, you have waived your right to dispute any payment.
  6. Instructors and users agree that in regards to instructor payments, Melanence sole responsibility is to process payments and pay out instructors in the proportions set forth above. Melanence is not party to any transaction between any user and/or instructor and cannot be held responsible for any issues arising from any such transaction.
  7. Instructors are responsible for all income, sales, and other taxes associated with the fees they earn. Melanence instructors will receive the appropriate tax forms, such as a 1099 or 1099k, from either Melanence or one of its payment partners. Melanence reserves the right to withhold any payment until it has received all tax identification information it requires to satisfy its obligations.
  8. Melanence reserves the right to withhold or cancel payments to Instructors if it deems, in its sole judgement and absolute discretion, that the Instructor engaged in behavior that violated any part of this Agreement.

Cancellations and Refunds

Melanence is not responsible or liable for any refunds for Membership, workshops, or other purchases on the Service. 

Recurring Billing

The membership fee will be billed on the beginning of the paying portion of your membership and each month or year thereafter unless and until you cancel your membership. We automatically bill your Payment Method each month on the calendar day corresponding to the commencement of your paying membership. We reserve the right to change the timing of our billing, in particular, as indicated below, if your Payment Method has not successfully settled. In the event your paying membership began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if you started your Membership or became a paying member on March 31st, your next payment date is likely to be April 30th, and your Payment Method would be billed that date.

No Refunds

Payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, you will continue to have the benefits of your Melanence Membership through the end of your current billing period. 

Cancellations

You may cancel your Melanence Membership at any time for any or no reason. To cancel your recurring subscription, please visit your payment settings within your Melanence account profile located at melanence.com/profile. If you have canceled your Melanence Membership, you will lose access to all features and Membership Classes you enrolled into during your Melanence Membership at the end of your billing period. If you choose to sign back up as a paying member, your billing date will reset to the day you paid.

Free Trials

From time to time, we or others on our behalf may offer trials of paid subscriptions for our Melanence Membership for a specified period without payment or at a reduced rate (a “Trial”). Melanence reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law.

For some trials, we will require you to provide your payment details to start the Trial. At the end of such trials, we may automatically start to charge you for the applicable paid subscription on the first day following the end of the trial on a recurring monthly or annual basis. When you provide a Payment Method, we will attempt to verify the information you entered by processing an authorization hold. We do not charge you in connection with this authorization hold, but your available balance or credit limit may be reduced. By providing your payment details in conjunction with the trial, you agree to this charge using such payment details. If you do not want this charge, you must cancel the applicable paid subscription through your payment settings within your Melanence account profile located at https://www.Melanence.com/settings/payments.

Price Changes

We reserve the right to adjust pricing for our service, or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms of Use, any price changes to your service will take effect following email notice to you.

Melanence Rights

Melanence reserves these rights:

  • We can make changes to the Melanence Site and Services without notice or liability.
  • We have the right to terminate your membership, account, payment, or other affiliation with the Service at any time and for any reason. We can change our eligibility criteria at any time. If these things are prohibited by law where you live, then we revoke your right to use Melanence in that jurisdiction.
  • We will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.
  • We have the right to remove an instructor from the Partner Program at any time, without prior notice, at our sole discretion, should we identify that their account is associated with behavior that we deem to be in violation of our rules or guidelines.
  • We have the right to reject, cancel, interrupt, remove, or suspend any class, comment, or other posted comment at any time and for any reason.

Melanence is not liable for any damages as a result of any of these actions, and it is our policy not to comment on the reasons for any such action.

Disclaimer of Warranties

THE SERVICE AND ALL MATERIALS INCLUDED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICE AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY CLASS THAT YOU ATTEND VIA THE SERVICE, OR ANY OTHER PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SERVICE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THE SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE SERVICE AND ANY OF THE CONTENT OR FEATURES INCLUDED THEREIN, INCLUDING THE PRICES AND ACCESS RULES FOR ANY FUNCTIONALITY, AT ANY TIME WITHOUT NOTICE. THE CONTENT INCLUDED ON THE SERVICE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT.

THE USE OF THE SERVICE OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through your use of the Service, you may have the opportunities to engage in commercial transactions with other users and vendors, including (without limitation) users and instructors. You acknowledge that all transactions relating to any class or other merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and service Fees and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THE SERVICE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY CLASS, PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THE SERVICE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

Content available through the Service or presented at any class represents the opinions and judgments of an information provider, user, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized Melanence spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of the Service for further information, which policies are incorporated by reference into these Terms of Service.

The Classes offered on Melanence are offered directly by the instructors. Melanence is not responsible or liable for any information on its Service listings or profiles. Melanence is not responsible for any changes made to a class by the instructor.

You understand and agree that temporary interruptions of the Service may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of the Service, and therefore, delays and disruption of other network transmissions are completely beyond our control.

You understand and agree that the Service is provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

IN NO EVENT SHALL WE OR ANY OTHER MELANENCE PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THE SERVICE.

FURTHER, NEITHER WE,NOR ANY OTHER MELANENCE PARTY, SHALL BE LIABLE IN ANY WAY FOR ANY CLASS OR OTHER THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THE SERVICE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH OTHER USERS OF THE SITE, INCLUDING WITHOUT LIMITATION ANY TRANSACTION BETWEEN A USER AND INSTRUCTOR.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

Upon a request by us, you agree to defend, indemnify, and hold us and the other Melanence Parties harmless from all liabilities, claims, and expenses, including attorneys’ fees, that arise from your violation of these Terms of Service or any of the other Governing Documents, or other negligent or wrongful conduct. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Miscellaneous

You agree that the Service shall be deemed a passive interactive service based solely in California and shall not give rise to personal jurisdiction over Melanence, either specific or general, in jurisdictions other than California. These Terms of Service, together with the Privacy Policy and the other Governing Documents, shall all be governed and construed in accordance with the internal laws of the State of California, without regard to conflicts of law principles. You agree that any legal action or proceeding between Melanence and you for any purpose concerning these Terms of Service, the Privacy Policy, the other Governing Documents or your use of the Service shall be brought exclusively in a federal or state court of competent jurisdiction sitting in California, California.

Any cause of action or claim you may have with respect to any of the foregoing matters must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.

You and Melanence agree that any dispute or claim arising from or relating to the Terms shall be finally settled by arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section). Our arbitration will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under the Terms will take place on an individual basis: class arbitrations and class actions are not permitted. You understand that by agreeing to the Terms, you and Melanence are each waiving the right to trial by jury or to participate in a class action. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator.

These Terms of Service, together with the Privacy Policy and the other Governing Documents, constitute the entire agreement between you and Melanence concerning the Service and the services provided by Melanence. If any provision of any such document is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions thereof, which shall remain in full force and effect. Melanence failure to insist upon or enforce strict performance of any provision of these Terms of Service or any of the other Governing Documents shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms of Service. Melanence may assign its rights and duties under these Terms of Service or any of the other Governing Documents to any party at any time without notice to you.

Most communication between Melanence and you will be sent and received electronically. You agree that all electronic communication between Melanence and you shall satisfy any legal requirements that such communications be in writing.

Any rights of Melanence not expressly granted herein are reserved.