Terms of service

These terms are a contract between you and Melo Software Inc., a company incorporated in the United States (“MeloDocs”, “we”, “us”). They apply when you create an account, use melodocs.ai or the MeloDocs application, or use it without an account through an anonymous session. By doing any of those things you accept them. If you do not accept them, do not use the Service.

If you accept these terms on behalf of a company or other organisation, you confirm you have authority to bind it, and “you” means that organisation. Our privacy policy is incorporated into this agreement. Where we have signed a separate written agreement with you, that agreement controls to the extent it conflicts with these terms.

• Service — melodocs.ai, the MeloDocs application, share links, exports and any related support.
• Your Content — everything you or your users put into the Service or generate with it: documents, line items, rates, clauses, notes, uploaded files, client records and messages to MeloAI.
• Document — any quote, estimate, proposal, contract, work or change order, invoice, service plan or similar output produced with the Service.
• Recipient — a person you send a Document to through a share link.
• Client Data — personal data about your clients or Recipients contained in Your Content.
• Output — text, structure or suggestions generated by MeloAI in response to your input.

You must be at least 18 and able to form a binding contract. You are responsible for everything that happens under your account, for the accuracy of the details you give us, and for keeping your credentials secure. Tell us at security@melodocs.ai as soon as you suspect unauthorised access.

If you invite others into your workspace, you are responsible for their use of the Service and for removing them when they should no longer have access. Roles you assign determine what each person can see and change; assigning them correctly is your job, not ours.

You may try the Service without an account. Anonymous sessions are rate-limited, may be cleared at any time, and carry no promise that work will persist. When you sign up we attach a document created in an anonymous session on that browser to your new account.

We grant you a non-exclusive, non-transferable, revocable right to use the Service during your subscription, for your own business purposes, subject to these terms. We provide the software, the hosting, the document engine and the delivery mechanism. We do not provide legal, accounting, tax, insurance or professional advice of any kind, and using the Service does not create a lawyer-client or other professional relationship between us.

This is the most important section in the agreement, so it is written plainly.

The deal is between you and your client

Every Document you create is your document. When you send it, the agreement it forms is between you and the Recipient. MeloDocs is not a party to it, is not bound by it, gains no rights under it and takes on no obligation under it — not for the price, not for the work, not for the timeline, not for any warranty, indemnity or term it contains. We do not guarantee that anyone will accept, sign, perform or pay under a Document.

We do not warrant that a Document is legally sufficient

Templates, clauses, terms, exclusions and default wording in the Service are starting points drawn from common commercial practice. They are not legal advice and have not been reviewed for your jurisdiction, your trade, your licensing regime or your particular deal. We make no representation that a Document is valid, enforceable, complete, compliant with any law, regulation, licensing requirement or consumer-protection rule, or fit for the purpose you intend. Requirements differ by state, province and country — mandatory contract terms, cooling-off periods, licence numbers, lien notices, disclosure language — and knowing and meeting the ones that apply to you is your responsibility. If a Document matters, have a lawyer look at it.

You must proof-read before you send

You are responsible for reviewing every Document in full before sending it, signing it or relying on it. That means the prices, quantities, units, rates, tax, deposit and totals; the scope and what is excluded from it; the timeline; the client’s details; and every clause and term. Sending a Document is your affirmation that you have checked it and that it says what you intend. A mistake in a Document you sent is yours, whether you typed it, imported it or accepted it from MeloAI.

Disputes with your clients

If you and a Recipient disagree about a Document, that is between the two of you. We are not an arbiter, a guarantor or an escrow. We may, but are not obliged to, provide records from the Service — such as when a link was opened or a signature recorded — in response to a valid legal request or where both parties ask us to.

MeloAI drafts and organises. It is a probabilistic system and it can be wrong: it can misread a measurement, choose the wrong unit, propose an unreasonable rate, invent a plausible-sounding term, or omit something the job needs. Output is a suggestion for you to accept, edit or discard — not advice, not a professional opinion, and not a substitute for your judgement about your own trade.

• Totals are computed by MeloDocs, not by the model. Line-item maths, tax, deposits and schedules are calculated deterministically, so a model error cannot silently change a total. That does not make the inputs right — a correct sum of wrong quantities is still a wrong quote.
• Rates are yours. Where you have not given us a rate the Service says so rather than inventing one, and any rate MeloAI proposes is a suggestion you must confirm.
• Nothing sends itself. Output stays in your workspace until you choose to send it.
• Uploaded content is data, not instruction. Text extracted from a file cannot direct the model to take an action, but you remain responsible for what you upload and for the rights to upload it.

To the fullest extent the law allows, we are not liable for loss arising from Output you used without checking it, including underpriced work, missing exclusions, incorrect quantities or contract terms that did not say what you meant.

Your Content stays yours. You keep every right you already had in your documents, your rates, your logo, your photographs and your client list. We claim no ownership of them and none of the Documents you produce.

You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, reformat and back up Your Content, and to create derivative formats such as a PDF or a Word export, strictly so we can operate the Service for you and as described in our privacy policy. The licence lasts as long as you keep the content on the Service, plus the short period needed to complete deletion from backups.

Improving the Service and machine learning

We do not sell Your Content or your personal data, and we do not share it for advertising. We do use data to make the product better, in three tiers that are worth keeping distinct:

• Your own results, from your own work. The Service learns inside your own workspace — your rate book, your recurring line items, your defaults, your tone — so your next document is closer to what you would have written. This never leaves your organisation and is part of what the Service is.
• De-identified and aggregated data. We may create and use aggregated statistics and de-identified data derived from use of the Service to operate, secure, analyse and improve it and to develop new features. De-identified means it no longer identifies you, your business, your clients or any individual, and we will not attempt to re-identify it. We may retain and use this indefinitely.
• Identifiable content for model training — only if you turn it on. We will not use the identifiable contents of your Documents, your rates or your client records to train or fine-tune machine-learning models unless you opt in through the control in your workspace settings. It is off by default. You may switch it off again at any time, which stops further use going forward; it cannot un-train a model already built, and we say so at the point you choose.

You may also send us feedback, and we may use it without restriction or obligation to you. Please do not include anything confidential in feedback.

You are the controller of Client Data and we are your processor for it. You are responsible for having a lawful basis to collect and share it, for telling the people concerned what you do with it, and for answering their requests — we give you export and delete tools for that, and will help where the law puts the duty on us.

You must not put special-category data (health, biometrics, race, religion, politics, sexuality), government identifiers, full payment card numbers, or data subject to HIPAA, GLBA, FERPA or similar sector rules into the Service unless we have agreed in writing that it is fit for that. Where the GDPR, UK GDPR or a similar law requires a data processing agreement, ask for ours at privacy@melodocs.ai; once signed it forms part of this agreement.

The Service can capture an electronic signature and record an audit trail: the signer’s typed name, the time, the IP address and the version of the Document signed. In many jurisdictions, including under the US E-SIGN Act and UETA and the EU eIDAS regulation, an electronic signature of this kind can be legally effective.

Can be is not the same as will be. We do not warrant that a signature captured through the Service satisfies the requirements of your jurisdiction or your transaction. Some agreements require a witnessed, notarised or qualified signature, or a specific form of consent to transact electronically; some consumer contracts require particular disclosures. Establishing that your signing process meets the law that applies to you is your responsibility. We retain the audit trail as described in the privacy policy, but we are not a record-keeping service and you should keep your own copies.

What you pay us

Paid plans are billed in advance, monthly or annually, at the price shown when you subscribe. Fees are exclusive of taxes, and you are responsible for any sales, use, VAT or withholding taxes other than taxes on our income. You authorise us to charge your payment method on each renewal until you cancel. Cancelling stops the next renewal and keeps your access to the end of the period you have paid for. We do not refund part-periods, except where the law requires it or where we have failed to provide the Service. If a payment fails we may retry it, and may suspend paid features after notice.

We may change prices with at least 30 days’ notice by email or in the product. A change takes effect at your next renewal; if you do not accept it, cancel before then.

What your clients pay you

Deposits and payments collected on a Document are processed by our payment processor under its own agreement with you. We are not a bank, a money transmitter, an escrow agent or a party to the payment obligation between you and your client.We do not hold your funds; settlement timing, holds, reserves, chargebacks and disputes are governed by the processor’s terms and its decisions. You are responsible for delivering the work you were paid for, for refunds you owe, and for any chargeback, fee or reversal arising from your transactions. We may pass through processor fees and may deduct amounts you owe us from sums we hold for you.

Plans include limits — documents, AI generations, storage, seats — shown on the pricing page. We may enforce them by blocking an action, queueing it or asking you to upgrade, and may apply reasonable rate limits and abuse controls to protect the Service. We may contact you if usage is far outside normal patterns for your plan. Free plans may carry MeloDocs branding on documents; removing it is a paid feature and you must not circumvent it.

You must not, and must not allow anyone else to:

• use the Service unlawfully, or to create a Document that is fraudulent, deceptive or intended to mislead a Recipient;
• impersonate another business, or put a company name, logo, licence number or credential on a Document that you are not entitled to use;
• upload content you do not have the rights to, or that infringes someone’s intellectual property, or that is malicious, unlawful or harassing;
• send unsolicited bulk messages through the Service, or use it as a mailing platform;
• attempt to access another tenant’s data, probe or breach our security, or circumvent plan limits, rate limits or branding controls;
• reverse-engineer, decompile, scrape or copy the Service, use it to build a competing product, or benchmark it for publication without our written consent;
• resell, sublicense or provide the Service to a third party, except as a Document you send to your own client; or
• use the Service to develop or train a competing machine-learning model.

Good-faith security research reported to security@melodocs.ai is welcome and is not a breach of this section.

The Service depends on third parties — hosting, storage, AI model processing, payments, email — and may connect to others at your direction. Their acts are not within our control and their terms govern their part. We are not responsible for a third-party service’s availability, accuracy or acts, and connecting one is your decision.

We aim to keep the Service available and publish incidents at status.melodocs.ai. We do not promise uninterrupted or error-free operation, and we may take it down for maintenance. Unless we have signed a separate service-level agreement with you, none is offered.

We improve the Service continuously, which means features change and occasionally go away. We will give reasonable notice before removing a feature you rely on or making a change that materially reduces core functionality. Anything labelled beta, preview or experimental is provided as-is, may change or be withdrawn without notice, and should not be relied on for anything that matters.

This agreement runs while you have an account. You may close yours at any time from Settings. We may suspend or terminate your access if you materially breach these terms, if you do not pay, if we are required to by law, or if your use poses a security or legal risk to us or another customer. Except where the risk requires immediate action, we will tell you why and give you a reasonable chance to fix it.

On termination your right to use the Service stops. Export your documents before you close your account — afterwards we delete your content on the schedule in the privacy policy and cannot recover it. Documents you already sent remain with their Recipients, and share links may stop working. Sections 5, 7, 8, 10, 16 to 21 and 23 survive termination.

Each of us may learn confidential information of the other. Each will protect it with at least reasonable care, use it only for this agreement, and disclose it only to people who need it and are under similar obligations. This does not apply to information that is public through no fault of the recipient, was already known, is independently developed, or must be disclosed by law — and in that last case, where permitted, the disclosing party gets notice first. Your Content is your confidential information.

The Service — the software, the document engine, the block library, the templates as supplied, the designs, the marks MeloDocs, MeloAI and Melo, and everything else we bring — is ours or our licensors’, and stays that way. These terms grant a right to use it, not ownership of it. You may not use our name or marks without written permission, except to say truthfully that you use MeloDocs. Suggestions you give us may be used freely.

To the fullest extent permitted by law, the Service and all Output are provided “as is” and “as available”, without warranty of any kind, express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or arising from course of dealing or usage of trade.

Without limiting that: we do not warrant that any Document is legally valid, enforceable or compliant; that Output is accurate, complete or suitable; that prices, quantities or terms generated are correct; that the Service will be uninterrupted or error-free; or that any deal will be accepted, signed or paid. Some jurisdictions do not allow the exclusion of implied warranties, so parts of this section may not apply to you.

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, lost or inaccurate data, or the cost of substitute services, even if advised such damages were possible.

Our total aggregate liability arising out of or relating to this agreement or the Service is limited to the greater of (a) the fees you paid us in the twelve months before the event giving rise to the claim, and (b) one hundred US dollars. The cap applies across all claims in the aggregate, whatever the theory — contract, tort, statute or otherwise.

Nothing here excludes or limits liability that cannot lawfully be excluded, including for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability a governing law prohibits limiting. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you. These limits are a fundamental basis of the bargain and apply even if a limited remedy fails of its essential purpose.

You will defend, indemnify and hold harmless Melo Software Inc., its officers, employees and agents from any claim, demand, loss, liability, fine or expense (including reasonable legal fees) arising out of or relating to: Your Content; a Document you created, sent, signed or relied on; a dispute between you and a Recipient or client; your breach of these terms or of any law; your handling of Client Data; or any representation you make about a licence, credential, insurance or qualification. We will notify you of the claim, let you control the defence with counsel we reasonably approve, and cooperate at your expense — and you may not settle in a way that admits fault on our part or binds us without our consent.

This agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

Talk to us first

Before starting formal proceedings, send us a written description of the dispute and what you want at legal@melodocs.ai. We will do the same. Most things resolve this way, and both of us agree to try for 30 days before going further.

Arbitration and class waiver

If we cannot resolve it, any dispute will be settled by binding individual arbitration administered by JAMS under its Streamlined Rules, seated in Delaware, and judgment on the award may be entered in any court of competent jurisdiction. Either of us may instead bring an individual claim in small-claims court, and either of us may seek injunctive relief in court to protect intellectual property or confidential information. Claims must be brought individually and not as a class, collective or representative action, and an arbitrator may not consolidate claims.

You may opt out of this arbitration and class-waiver section by emailing legal@melodocs.ai with “arbitration opt-out” and your account email within 30 days of first accepting these terms. Opting out does not affect the rest of the agreement, and the courts of Delaware will then have exclusive jurisdiction.

If you are a consumer, or you are in a jurisdiction where these provisions are unenforceable, they do not apply to you to that extent, you keep any mandatory rights your local law gives you, and you may bring proceedings in your local courts. Any claim must be brought within one year of when it arose, unless your local law forbids that limit.

We may update these terms as the product and the law change. The effective date at the top always reflects the current version. For material changes we give notice by email or in the product at least 30 days before they take effect, and continuing to use the Service after that date means you accept them. If you do not, close your account before the date and we will refund any unused prepaid period.

• Entire agreement. These terms, the privacy policy and any signed order form or data processing agreement are the whole agreement between us and replace anything said before.
• Severability. If a provision is unenforceable it is limited to the minimum extent necessary and the rest stays in force.
• No waiver. Not enforcing something once does not waive it.
• Assignment. You may not assign this agreement without our consent; we may assign it to an affiliate or in connection with a merger, acquisition or sale of assets.
• Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control.
• Notices. We reach you at the email on your account or in the product; you reach us at the addresses in section 24. Notice is effective when sent.
• Relationship. We are independent contractors. Nothing here creates a partnership, agency, joint venture or employment.
• No third-party beneficiaries. Recipients and your clients gain no rights under this agreement.
• Export and sanctions. You confirm you are not located in, or acting for, a country or party subject to US sanctions or export restrictions.
• US government users. The Service is “commercial computer software” supplied with only the rights in this agreement.
• Language. The English version of these terms controls.

Legal notices: legal@melodocs.ai. Privacy: privacy@melodocs.ai. Security: security@melodocs.ai. Everything else: hello@melodocs.ai or our contact page.

Melo Software Inc., United States.