Terms and Conditions
Last Updated: July 21, 2026
These Melon Local Terms and Conditions govern your (“Customer” or “you”) use of and access to the Melon Local platform and services provided by Melon Local (“Melon Local” or “we”). We may make changes to these Melon Local Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by providing a notice through our services or updating the date at the top of these Melon Local Terms. Unless we say otherwise in our notice, the amended Melon Local terms will be effective immediately, and Customer’s continued use of the services (including the Melon Local platform) following any such change, modification or amendment to these Melon Local terms will constitute Customer’s acceptance thereof. If you do not agree to the amended Melon Local terms, you must stop using our services. These Melon Local terms are independent from a separate Agreement between you and us. If you use or access MelonLocal.com, a Melon Local application, any of our other services or other websites on which these Terms and Conditions reside, you will be bound by the Terms and Conditions of Use.
1. Services
The Service means the Melon Local technology and services for insurance providers as detailed in the Onboarding Form and Agreement. The Service includes, but is not necessarily limited to, the provision of cloud-based tools and services, including but not limited to call tracking, reputation management, profile syndication and management, analytics dashboard, and general online local marketing services.
1. Advertising
Melon Local will create advertising campaign(s) for Customer if, and when, advertising subscription(s) is/are recited on the Onboarding Form. An Advertising campaign will begin after Melon Local is in receipt of the respective Advertising investment. The first Advertising investment shall be prorated and due on Launch and then split evenly on the first and fifteenth day of each consecutive calendar month thereafter. Customer expressly acknowledges that by having Melon Local manage an Advertising campaign using at least machine learning, technology or any element thereof, that Customer shall never acquire any rights to nor have any direct or indirect access to any proprietary element or aspect of the technology or the Advertising campaign as determined by Melon Local. The machine learning is confidential information which Customer, or anyone at Customer’s indirect or direct direction, shall never attempt to view directly or indirectly, acquire, and/or transfer ownership of the advertising including, but not limited to, best practices, trade secrets, technology, strategies, techniques, know-how, bid structure, placement, potential Customer targeting, logic trees, keyword selection, keyword match type(s), keyword(s), advertising channel budget allocations (if any), and messaging, and Customer further expressly acknowledges Melon Local shall be under no obligation to disclose any campaign elements. After receiving feedback from Customer, if any, Melon Local shall then have full discretion and authority to manage every aspect of an advertising campaign, including, but not limited to, selection of the targeted individual words and/or phrases determination of applicable advertising channels, and determination of bids. In some instances, Melon Local may determine that some potential advertising channels may not be until the advertising investment is increased to a sufficient monetary value to capitalize on these other available advertising channels based on the competitiveness, geographic target and practice areas. This strategy is essential to the performance of Customer’s advertising campaign as each channel has a minimum threshold budget that should be maintained. Melon Local shall have full discretion with respect to the allocation of the available Advertising investment on the Selected Advertising Channels, and Melon Local makes no guarantees as to when or where ads will be displayed. Melon Local, either manually or through technology, may make adjustments to an Advertising campaign, including, but not limited to allocating the Advertising investment spend, shifting and/or reallocating the Advertising investment spend, advertising channels and/or partners, ad types and positioning at any time as determined by Melon Local in our sole discretion. Melon Local makes no guarantees as to the performance of any Advertising campaign. Once the allocated Advertising investment is sufficiently depleted for a calendar month for that given services, all corresponding Advertising campaigns will cease until either (i) Customer increases the current month’s Advertising investment; or (ii) next month’s Advertising investment is funded. Any Advertising investment increases will take effect upon receipt of the additional funds, where any decrease or pause will take effect once fully processed by the system and/or third-party processes and any decrease may invalidate any estimated goals. Melon Local makes no guarantees with respect to the time it takes to fully utilize the allocated Advertising investment.
2. Customer Responsibilities & Obligations
1. Customer Cooperation
Customer has elected to start a subscription which may require Customer’s involvement, scheduling, feedback and/or approval, where each of which is necessary for Melon Local to deliver such subscription in a timely manner. Customer shall use best efforts to deliver, schedule and/or provide any asset requested by Melon Local in a commercially reasonable manner and without undue delay to allow Melon Local to timely deliver the subscription.
2. Customer Data
Customer is responsible for ensuring that Customer data does not violate applicable laws and regulations, or third-party intellectual property rights, and Customer will take reasonable steps to identify and promptly remove any such Customer data. Customer represents and warrants that Customer data will not include any sensitive personal information, and that all of Customer’s collection, transfer, and use of any personal data transmitted or otherwise processed through the services will comply with all applicable privacy laws, regulations, and self-regulatory guidelines (including proper disclosure via Customer’s privacy policy and receipt of all consents required to process any personal data with the services).
3. Customer Obligations
Customer will (i) defend at its expense, and (ii) pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by Customer) for third-party claims alleging a breach by Customer of its obligations under applicable data protection laws and regulations, including failure to comply with its own data privacy policy and the terms of the Agreement.
3. Melon Local’s Responsibilities & Obligations
Melon Local will: (i) defend at its expense and (ii) pay any damages finally awarded by a court of competent jurisdiction (or settlement amounts agreed to in writing by Melon Local) for third-party Claims alleging (a) the services (unless based on Customer data) directly infringe the third party’s patent, copyright, or trademark.
4. Warranties, Disclaimers, and Remedies
1. Services
Melon Local warrants that the services as delivered to Customer will materially conform to the specifications set forth in the Agreement. Melon Local further warrants that Melon Local will perform professional services in a professional and workmanlike manner. Customer must notify Melon Local of a claim under this warranty within thirty (30) days of the date on which the condition giving rise to the claim first appears.
2. Implied Warranties
To the maximum extent permitted by law and except for the express warranties in this section, Melon Local provides the services on an “as-is” basis. Melon Local disclaims and makes no other representation or warranty of any kind, express or implied. Customer acknowledges that certain software used by internet users may not be capable of supporting certain features or functionality which may be included in subscription. Customer expressly acknowledges Melon Local shall have no liability whatsoever for any claim(s) relating to any internet user’s inability to access the subscription, including, but not limited to website, properly or completely or for any claim relating to any errors or omissions in the subscription regardless of whether the claim is based on any policy, procedure, law, statute or otherwise. Neither Melon Local nor its affiliates or agents make any warranty as to the results that may be obtained from the subscriptions, that access to the subscriptions will be uninterrupted or that the subscriptions will be error free.
3. Remedies
To the extent permitted by law, Customer’s sole and exclusive remedy arising out of or in connection with a breach of warranty is limited to replacement of the non-conforming services or re-performance of the professional service, as applicable. If in Melon Local’s sole discretion replacement or re-performance is not commercially reasonable, Melon Local may terminate the applicable portion of the sales order and provide a refund of any prepaid unused fees for the applicable services.
4. Cap on Liability
CUSTOMER EXPRESSLY AGREES MELON LOCAL’S, ITS AFFILIATES’ AND ITS AGENTS’ ENTIRE LIABILITY, IF ANY, FOR ANY DISPUTE AND/OR CLAIM MADE AGAINST THEM (OR ANY ONE OF THEM) FOR DAMAGES RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), SHALL BE LIMITED TO, IN THE AGGREGATE, ONE (1) NON-ADVERTISING INVESTMENT. ANY CLAIM FOR DAMAGES IN EXCESS THEREOF BEING HEREBY EXPRESSLY WAIVED BY CUSTOMER. IN NO EVENT WILL MELON LOCAL, ITS AFFILIATES OR ITS AGENTS BE LIABLE FOR ANY LOST PROFITS OR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT OR RELATING IN WHOLE OR IN PART TO CUSTOMER’S RIGHTS HEREUNDER OR THE USE OF OR INABILITY TO USE THE SUBSCRIPTIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF LIABILITY SHALL APPLY EVEN IF THE EXPRESS WARRANTIES SET FORTH HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
5. Term; Subscription Cost; Advertising Investment Cost; Termination of This Agreement
1. Delinquent Activation Fee
Melon Local shall not activate subscriptions unless and until Melon Local receives the recited activation fee which is due on start date unless otherwise waived. Setup fees and activation fees are strictly 100% non-refundable under any circumstances. Notwithstanding anything contained herein to the contrary, Melon Local may immediately terminate this Agreement if the activation fee is not received by Melon Local within ten (10) days of start date. For purposes of the setup/activation fee, the sign-up date is the date on which the signed Onboarding Form and Agreement are returned to Melon Local, and the setup/activation fee is charged on that date unless otherwise waived in writing.
2. Subscription Term
This Agreement shall become effective and binding as of the start date. The subscription term shall begin on start. The Melon Local subscription term will begin for the quantity of recited consecutive months listed in Agreement. If not canceled by either Party pursuant to the terms herein, the Melon Local Platform subscription term shall automatically renew on a 12-month basis. All other non-Melon Local subscriptions, unless otherwise expressly recited, shall have an initial 1-month term and if not cancelled shall automatically renew on a month-to-month basis thereafter.
3. Advertising Investments
Advertising investment, including but not limited to Google Ads, Microsoft Ads, and Meta Ad, is charged by Melon Local and applied to Customer’s advertising campaigns on the corresponding platforms. The rates, prices, and amounts charged for advertising, and for any per-click, per-call, or per-lead products (including Melon Max), are set by Melon Local and are inclusive of Melon Local’s management, technology, and service fees and margin; such fees and margin are not separately itemized. The advertising investment is approved by Customer in advance, and can be adjusted within two (2) business days with written notice. Advertising investment is charged twice a month, on the 1st and 15th by default, unless Customer expresses interested in a single monthly charge. For certain managed-budget products (including Melon Max), the approved monthly budget is charged in full on the 1st of the month, and Customer’s Payment Method may be charged again mid-month (on or about the 15th) as spend accrues; any unspent budget is retained as Rollover as described in the Advertising Investment Rollover section below. Advertising investment, unless otherwise expressly recited, shall automatically renew on a month-to-month basis thereafter.
4. Monthly Investments
The first subscription cost shall be due on the start date and then on the first of the month for each subsequent month thereafter. All invoices will only be delivered electronically using the billing and contact information provided by Customer. If Customer believes that Melon Local has billed Customer incorrectly, Customer must contact Melon Local within thirty (30) days of the invoice date, specifying the error. Approved billing discrepancies will be refunded within fourteen (14) business days. Customer is not entitled to offset or deduct any amounts from Melon Local’s invoice unless: (i) Customer has properly notified Melon Local of the dispute; (ii) the dispute is made in good faith; and (iii) Melon Local has approved a payment limited to the undisputed amounts. If Customer fails to pay any amount due under the Agreement within fifteen (15) days of the due date, Melon Local may suspend or restrict the services. Melon Local may charge interest at a monthly rate equal to the lesser of 1% per month or the maximum rate permitted by applicable law on any overdue fees.
5. Termination of Subscriptions
The Agreement shall remain in effect until all subscriptions are terminated or canceled as set forth herein. To avoid incurring future charges, formal written notice of cancellation must be provided by 12:00 PM PST on the last business day of the calendar month. Please note that monthly plans canceled during the month are 100% non-refundable. You acknowledge that authorized residual charges may process within 5 days post-cancellation. For the avoidance of doubt, the calendar month in which a cancellation is received is Customer’s last month of service, regardless of the date within that month on which notice is given. In its sole discretion and subject to Melon Local’s internal approval, Melon Local may honor an early-exit refund of the current month where a cancellation request is received before the fifth (5th) of the month; any such refund is discretionary and is not a right of Customer. Notwithstanding the foregoing month-end cancellation mechanics, Custom Social subscriptions require thirty (30) days’ written notice of cancellation, and a cancellation of a Custom Social subscription takes effect thirty (30) days after Melon Local’s receipt of such written notice. This Agreement may also be terminated by providing written notice to the other Party at least thirty (30) days before the end of the respective term. Notwithstanding the foregoing, either Party will have the right to terminate this Agreement immediately if (a) the other Party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (b) the other Party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.
6. Offboarding Reconciliation
After your services end, we’ll compare what was billed for advertising with what was actually spent. If there is a remaining balance, you’ll receive one final invoice. If you’ve overpaid, you’ll receive a refund, as applicable, which will be processed within fourteen (14) business days. This reconciliation occurs after the final day of service (which, for a cancellation, is the last day of the cancellation month) and includes reconciliation of any unspent Rollover balance; any positive reconciled balance, including a positive Rollover balance, is refunded as described above. Reconciliation is performed for all accounts, including paused accounts.
7. Customer Referral Credits
7.1 Order of Application
Customer referral credits earned through Melon Local’s referral programs will be applied strictly in the following priority order:
Melon Max spend;
Management fees (If Customer does not have active management fees or Melon Max spend, no referral credit will be applied or issued);
8. For Cause
Melon Local may immediately terminate the Agreement and/or pursue all other available remedies, including recovery from Customer of Melon Locals’ costs and attorneys’ fees incurred in pursuing such remedies if (i) a subscription is made impracticable or is delayed for at least thirty (30) days as a result of Customer’s failure to (i) provide Customer data, or (ii) provide necessary Customer assets or feedback.
9. Material Breach
In addition to any other right to terminate set forth herein, either Party may terminate this Agreement if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of delinquent total monthly investments which must be paid in full by due date. Despite anything to the contrary, Melon Local may immediately suspend and/or pause subscriptions if total monthly investment isn’t received on due date. Either Party may terminate this Agreement with thirty (30) days’ notice if the other Party materially breaches the same material term or condition of this Agreement. Further, Customer expressly acknowledges that an initiation of or credit card chargeback(s) and/or canceled check(s), which may or may not create delinquent or past-due invoices, shall be a material breach which cannot be cured, where Melon Local may immediately terminate the Agreement without notice while reserving all legal rights to be made whole for the full value of the Agreement; and Customer further waives any and all rights to seek any damages for this material breach as well as future delivery of subscription under this Agreement. Further, any and all amounts charged-back, canceled or returned may result in the Customer thereafter being charged up to the maximum legal interest rate on any past due balance which is considered liquidated damages, and is not a penalty.
10. Obligations Upon Termination
Upon termination of this Agreement, Melon Local irrevocably revokes subscriptions, and Customer shall immediately cease and desist from using subscriptions, technology and any other intellectual property of Melon Local or a third-party licensor unless expressly authorized herein. Further, Customer shall immediately pay all due and outstanding total monthly investment(s).
The following additional billing and account terms apply:
11. Auto-Billing; Default Payment Method
Auto-Billing as Default. All subscriptions are enrolled in automatic billing (“Auto-Billing”) by default. Under Auto-Billing, Melon Local automatically charges the Payment Method on file for management fees, setup fees, processing fees, subscription costs, and approved Advertising investment in accordance with Customer’s billing cycle, without the need for separate authorization of each charge.
Opting Out. Customer may request to be removed from Auto-Billing only with Melon Local’s prior accounting approval. Customer expressly acknowledges that electing not to use Auto-Billing increases the risk of billing errors and processing delays, and that automated protections—including the automatic stopping of charges upon cancellation—may not apply to Customer. Customer assumes responsibility for any resulting errors, delays, or charges.
Default Payment Method. Melon Local charges the default Payment Method on file. Customer is solely responsible for keeping a valid, funded default Payment Method current at all times. Melon Local does not remove Payment Methods from file for active Customers; where the Payment Method is a card, card details may be automatically updated by the card network or processor. If the default Payment Method fails, expires, or has insufficient funds, Melon Local may charge any other Payment Method on file in accordance with the Authorization to Charge Secondary Cards section (Section 6.2).
12. Advertising Investment Rollover
Any portion of an approved Advertising investment that is not spent within the applicable billing period is retained in Customer’s account as prepaid advertising funds (“Rollover”). Rollover is applied toward Customer’s Advertising investment in subsequent periods. Melon Local reconciles Rollover against actual platform spend on a periodic basis, and may adjust the Rollover balance to correct for actual spend, budget corrections, credits, or reconciliation adjustments. Rollover is not a deposit, bears no interest, has no cash value while the Agreement remains in effect, and is refundable only upon termination and only to the extent of a positive reconciled balance, as provided in the Offboarding Reconciliation section above.
13. Credits
Credits Generally. Where Melon Local elects to provide a make-good or remedy for a service issue, its standard remedy is an account credit (typically applied to a future management fee or to Melon Max spend) rather than a cash refund. Credits are applied to Customer’s account, are never issued as cash, and have no cash value except as expressly provided in this Agreement.
Melon Max Contact Credits. For per-call and per-lead products (including Melon Max), calls or leads that do not meet the applicable qualification criteria are automatically credited back to Customer’s account, and daily delivery caps count qualified contacts only. Qualification criteria are determined by the applicable product, campaign, and third-party program rules. A contact designated “ineligible” by the applicable third-party carrier program is a determination of that carrier and not of Melon Local, and is not credit-eligible.
Credit Cap and Review. Credits are subject to a cap currently set at twenty percent (20%) of qualified contacts per calendar month. Credit requests that exceed the then-current monthly cap are subject to manual monthly review and may still be granted in Melon Local’s discretion. Disputed credits are investigated using available records, including call recordings, notes, and communications, and may be resolved in whole or in part.
Hard Costs. Credits and make-goods apply to Melon Local’s fees and do not waive genuinely incurred advertising spend or other hard costs, which remain due and collectible even where a billing error was Melon Local’s.
14. Non-Payment; Pause-Billing; Service Removal; Reinstatement
Without limiting any other right or remedy of Melon Local under this Agreement (including the suspension right in the Monthly Investments and Material Breach sections), if an invoice remains unpaid the following escalation applies:
Reminders. Melon Local will send payment-reminder communications following the due date.
Pause-Billing (approximately 15 days). If an invoice remains unpaid approximately fifteen (15) days after the due date, Customer’s account is automatically placed in a pause-billing status, under which no new invoices are generated while the account remains delinquent. Pause-billing does not waive amounts already due.
Service Removal (approximately 30 days). If the invoice remains unpaid approximately thirty (30) days after the due date, Melon Local may remove Customer’s services, including removal from third-party platforms.
Reinstatement. Following removal from certain third-party platforms (including profile-listing services such as Yext), services cannot be re-added for thirty (30) days, and reinstatement is subject to that waiting period and payment of all amounts due.
The same overdue timing applies to both card and ACH Payment Methods.
15. Service Pauses
Melon Local does not offer indefinite pauses. Any Customer-requested pause of services must specify a return date. Where Customer is unable to maintain payment for multiple consecutive periods, Melon Local may move Customer to inactive status rather than maintaining an open-ended pause. Reactivation following inactivation or service removal is subject to the reinstatement provisions above and to the availability of the applicable services.
16. Promotional Offers
Any promotional pricing, promotional credit, or free-period offer is provided on a one-time basis unless expressly stated otherwise, is non-transferable, has no cash value, and is non-refundable once used. Promotional pricing is time-limited and automatically reverts to Melon Local’s then-standard pricing at the end of the stated promotional period. A promotional offer that has been used is not available again upon re-enrollment, and any unused, unspent promotional or Rollover balance is handled in accordance with the Advertising Investment Rollover and Offboarding Reconciliation sections.
17. Billing Reconciliation
Melon Local periodically (generally monthly) reconciles amounts billed against amounts charged and against actual platform spend. Reconciliation may surface discrepancies in either direction. Where Customer has been overcharged, Melon Local will issue a credit or refund as applicable. Where Customer has been undercharged as a result of a Melon Local error, Melon Local will correct the price on a going-forward basis and will not back-bill Customer for the prior under-invoiced fee amounts; provided, however, that genuinely incurred advertising spend and other hard costs remain due and collectible. Nothing in this section limits Customer’s obligation to notify Melon Local of a suspected billing error within thirty (30) days of the invoice date as provided in the Monthly Investments section.
18. Annual Subscriptions
For annual (prepaid 12-month) subscriptions that begin mid-month, the partial first month is prorated and charged at signup, and the full annual subscription cost is charged on the first (1st) day of the following month, which becomes the anniversary and renewal billing date for the subscription going forward. Where an Customer elects to prepay an annual subscription before calendar year-end (for example, for tax purposes), Melon Local may charge the full annual amount without proration as a one-time arrangement. Annual subscriptions otherwise renew in accordance with the Subscription Term section above.
19. Annual Package Discount — Early Cancellation
Annual subscription packages are offered at a discounted rate (approximately 10% off standard monthly pricing) in exchange for a full year of service. If an annual subscription is canceled or offboarded within six (6) months of the most recent annual charge date, the annual discount is forfeited. Any refund due will be calculated by re-billing the months of service actually used at the standard non-discounted monthly rate, and deducting that amount — along with any non-recoverable payment processing fees — from the amount paid. The remaining balance, if any, will be refunded in accordance with the Offboarding Reconciliation timeline. Cancellations more than six (6) months after the annual charge date are reconciled without discount forfeiture.
6. Payment, Processing Fees, and Taxes
6.1 Authorized Methods of Payment and Payment Authorization
Customer shall pay Melon Local all amounts due under the Agreement in full on the recited due date(s). The Customer agrees to provide Melon Local with a valid, authorized credit card, debit card, or ACH bank account information (“Payment Method”) upon onboarding. By providing any Payment Method to Melon Local, the Customer explicitly authorizes Melon Local to keep this Payment Method on file. Melon Local will charge you for management fees, setup fees, processing fees, and online ad spend (if applicable), in accordance with your billing cycle, using the payment information you have provided. All subscriptions are enrolled in Auto-Billing by default, and Melon Local charges the default Payment Method on file; Customer is responsible for maintaining a valid, funded default Payment Method at all times. Customer agrees to inform Melon Local in writing if the nominated credit card account is canceled, substituted, renewed, lost or stolen. Amounts due will be automatically charged, in advance, and monthly plans canceled during the month are 100% non-refundable.
Maintaining a valid payment method on file is a condition of service; payment methods cannot be removed or deleted from our system if there are active subscriptions or outstanding balances. Melon Local shall be under no obligation to perform any subscriptions if Customer is delinquent on any subscription cost on any Melon Local Agreement. If Melon Local suspends any subscriptions due to non-payment by Customer, Customer agrees that it owes all amounts that would be due for the remaining months of the term of the suspended subscriptions as if such subscriptions had not been suspended. If Melon Local does not receive timely payment of any amount due under the Agreement, Customer agrees to pay all amounts due pursuant to the Agreement upon demand and will reimburse Melon Local for all charges and fees Melon Local incurs in collecting the delinquent subscription cost(s), where Customer may be charged up to the maximum legal interest rate on any past due balance(s) where such interest is considered liquidated damages, and is not a penalty.
6.2 Authorization to Charge Secondary Cards
In the event that the primary Payment Method provided by the Customer is declined, expires, or fails to process for any reason, the Customer explicitly authorizes Melon Local to automatically charge any other credit card, debit card, or payment account previously provided by the Customer or currently on file within the Customer’s account ecosystem for any and all outstanding balances, past-due invoices, late fees, or recurring service fees. This authorization remains in full force and effect until the underlying Service Agreement is formally terminated in accordance with our cancellation policy.
6.3 Processing Fees
Melon Local includes any payment processing fees from bank or creditors to Customer’s charges at the time the charge is processed. Processing fees may not be specifically itemized on Customer’s receipt, but are available upon request. Payment processing fees incurred by Melon Local are non-recoverable upon refund; any refund issued will be net of processing fees originally incurred on the refunded charge.
6.4 Taxes
The fees stated in a Sales Order do not include taxes. Customer is responsible for paying all applicable taxes. If Melon Local determines that Melon Local has a legal obligation to pay or collect taxes, Melon Local will add such taxes to the applicable invoice and Customer will be obligated to pay such taxes, unless Customer provides Melon Local with a valid tax exemption certificate from the appropriate taxing authority. If a taxing authority subsequently pursues Melon Local for unpaid taxes for which Customer is responsible under the Agreement and which Customer did not pay to Melon Local, Melon Local may invoice Customer, and Customer will be obligated to pay such Taxes to Melon Local or directly to the taxing authority, plus all applicable interest, penalties, and fees.
7. Dispute Resolution; Arbitration
1. Notice of Dispute
Customer must notify Melon Local of a dispute within thirty (30) days of the date on which the condition giving rise to the claim first appears. Customer shall give (i) written notice to Melon Local setting forth all applicable and reasonable available details and/or proof, including, but not limited to, screenshots, emails, calculations and/or basis used to allege the dispute; and (ii) a proposed solution and/or compromise. The Parties will first try to settle any dispute(s) between them amicably in good-faith negotiations within thirty (30) days of receipt of the dispute documentation. If after the notice period the dispute has not been resolved to the satisfaction of the Parties, either Party may initiate arbitration procedures as set forth below:
2. Arbitration
Except as provided below, the Parties agree that any cause of action, legal claim, or dispute between the Parties arising out of or related to the services provided by Melon Local pursuant to this Agreement shall only be resolved by arbitration on an individual basis in accordance with JAMS Comprehensive Arbitration Rules & Procedures. A copy of which may be reviewed at https://www.jamsadr.com/rules-
3. Choice of Law
The Agreement and this Arbitration Agreement are governed by and construed under the laws of the state of Nevada, without regard to any conflict of law rules or principles. This choice of law provision is only intended to specify the use of Nevada law to interpret this Agreement and is not intended to create any other substantive right to non-Nevadans to assert claims under Nevada law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non-binding, the Parties shall remain bound by all other provisions of this Agreement. In that event, the Parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
4. Class Action Waiver
To the fullest extent permitted by law, Customer and Melon Local agree to waive any and all statutory or common law right permitting or authorizing class or collective action through arbitration or otherwise. All claims, whether in arbitration or otherwise, must be asserted in individual/corporate capacity, and not as plaintiff or class member in any purported class or collection proceeding. SUBJECT TO THE ABOVE PROVISO, THE PARTIES WAIVE ANY RIGHT THEY MAY HAVE TO PURSUE OR PARTICIPATE IN A CLASS OR COLLECTIVE ACTION PERTAINING TO ANY ARBITRABLE CLAIMS BETWEEN CUSTOMER AND MELON LOCAL.
5. Location of Arbitration
Unless Customer and Melon Local agree otherwise, any arbitration hearing between the Parties shall take place in Las Vegas, Nevada.
6. Arbitration Fees and Awards
The arbitrator’s fees and costs of the arbitration will be borne by the Parties equally unless the arbitrator in his discretion makes a different provision in the final award. Except as provided by state or federal law, each party shall pay its own attorneys’ fees and pay any costs incurred in the litigation of claims such as costs to subpoena witnesses or take depositions. At the conclusion of the arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to the prevailing party, to the extent authorized by applicable law.
8. Miscellaneous
1. License Grant and Reservation of Rights
Subject to ongoing compliance with the Agreement, Melon Local grants Customer a non-exclusive and non-transferable license during the subscription term to permit Users to access, implement and use the services solely for Customer’s direct beneficial business purposes. Customer’s rights to use the services are limited to those expressly set forth in the Agreement for any active Subscription, including limitations based on license type set forth therein. Melon Local retains all right, title, and interest in and to the services and all related intellectual property rights, including without limitation any modifications, updates, customizations, apps, or other add-ons unless otherwise expressly recited in the Agreement. Customer grants Melon Local a non-exclusive, worldwide, fully paid-up, royalty free right and license to use, copy, encode, adapt, modify, make improvements to, store, archive, distribute, transmit, communicate, publicly display, and publish Customer data, in whole or in part, as part of the subscriptions list, represent, register or establish accounts or keywords in connection with providing the subscriptions. Customer further agrees that Melon Local may display aspects of subscriptions, including, but not limited to website, in a design portfolio, in advertising and promotional materials, and for submission to third parties for a special recognition, honors, or awards.
2. Restrictions and Acceptable Use
Except as explicitly permitted under the Agreement, Customer must not do any of the following with the services: (i) use in violation of any applicable law or regulation; (ii) use in a manner that would cause a material risk to the security or operations of Melon Local or any of its other Customers; (iii) disassemble, decompile, or reverse engineer; (iv) redistribute, republish, sell, rent, lease, host, sub-license, or permit usage on a time-sharing basis as part of a hosted service or on behalf of any third party; (v) remove, obscure, or alter any proprietary notices; or (vi) circumvent, disable, or stress test any security or other technological features.
3. Results
Customer acknowledges search results, search engine rankings, and advertising results are influenced by several factors, and Melon Local does not make any promise or guarantee with respect to any position, placement, rank of website or ad in any search engine or advertising network channel, and Melon Local has made no guarantees, representations or warranties to Customer with respect to the results or performance of the subscriptions, including, but not limited to, the quality or volume of Internet traffic, business or revenue the subscriptions will generate.
4. Relationship of Parties
Melon Local and Customer are independent contractors. Neither Party is an agent, representative or partner of the other Party. Notwithstanding the foregoing, Customer expressly authorizes Melon Local to enter into any Agreements necessary to provide subscriptions on Customer’s behalf. This Agreement does not, and is not intended to, confer any rights or remedies upon any person other than Customer and Melon Local. Customer acknowledges that Melon Local provides subscriptions to other businesses throughout the country, and Customer agrees that nothing herein grants Customer an exclusive right to receive subscriptions from Melon Local. Customer agrees that Melon Local may provide subscriptions to any and all other businesses and such provision of these subscriptions does not give rise to a conflict of interest. This Agreement is also not intended to benefit, nor shall it be deemed to give rise to, any rights in any third-party. This Agreement and the performance of any duties hereunder may not be assigned, transferred, delegated, sold or otherwise disposed of in whole or in part by a Party other than with the prior written consent of the other Party. This Agreement will be binding upon and shall inure to the benefit of a Party’s permitted successors and assigns. Any purported assignment, transfer, delegation, sale or other disposition in contravention of this section is null and void.
5. Integration And Severability
This Agreement is governed by the laws of the State of Nevada, excluding its conflict of laws principles and constitutes the entire understanding and Agreement between the Parties, oral or written, with respect to the subject matter of this Agreement and supersedes any and all prior or contemporaneous representations, understandings and Agreements related thereto, all of which are merged in this Agreement. If any provision of these terms or incorporated documents is found by the arbitrator or a court of competent jurisdiction to be invalid, the Parties nevertheless agree that the arbitrator or court should endeavor to give effect to the Parties’ intentions as reflected in the respective provision(s), and the other provisions of these terms remain in full force and effect. Except for claims by Melon Local relating to Subscription Cost owed by the Customer, no claim, regardless of form or any statute or law to the contrary, which in any way arises out of this Agreement, may be made, nor action based upon such claim brought by either Party more than one (1) year after the Agreement terminates.
6. Indemnification
Customer agrees to indemnify, defend and hold harmless Melon Local, its successors, officers, directors, employees, designees and agents from and against any and all claims, actions, demands, costs, losses liabilities, penalties, damages and expenses (including reasonable legal and accounting fees) relating to or arising from the Customer data, Customer’s use of the subscriptions, or breach (or alleged breach) of Customer’s representations, warranties and covenants under the Agreement. Melon Local agrees to indemnify, defend and hold harmless Customer from and against any and all claims, actions, demands, costs, losses liabilities, penalties, damages and expenses (including reasonable legal and accounting fees) relating to or arising from the Melon Local website content or technology. The indemnification obligations under this article are subject to the indemnified Party: (i) promptly giving written notice of the claim to the indemnifying Party; (ii) giving the indemnifying party sole control of the defense, negotiation, and settlement of the indemnified portion of the claim; and (iii) providing the indemnifying Party with all reasonable assistance required to effectively defend the claim. Neither Party will have any indemnification obligation or liability regarding a third-party data security and privacy claim when acts or omissions of the indemnified Party impede or prevent the indemnifying Party’s ability to meet its data security and privacy obligations under the Agreement.
7. Force Majeure
Neither Party will be liable for, or be considered to be in breach of, the Agreement on account of any delay or failure to perform as required by the Agreement as a result of any unforeseeable or exceptional situation beyond its reasonable control, so long as the non-performing Party: (i) did not cause such situation by its own negligent acts or omissions and (ii) exercised all due diligence and used commercially reasonable efforts to avoid such situation and mitigate the impact.
8. Ownership
The Parties agree that, as between the Parties (i) the technology and any improvements thereto whether or not created under this Agreement are the exclusive property of Melon Local, and Customer shall not and will not acquire any ownership interest by reason of this Agreement nor make any efforts to acquire any Melon Local proprietary data; and (ii) Customer data is the exclusive property of Customer. During the term and thereafter, neither Party will use, disclose or provide to any third party the other party’s confidential information and/or property, except as expressly provided in this Agreement or as necessary for the Parties to perform their obligations or exercise or enforce their rights hereunder.
9. Electronic Contract
The following provision applies if the Agreement is accepted electronically. The Agreement is an electronic contract that sets out the legally binding terms of the subscriptions which must be acknowledged before this Agreement may be executed. By clicking on the “I Agree” button, Customer (or its authorized agent) acknowledges reading and accepting the Agreement, all of these Terms and Conditions, the Privacy Policy and represents, warrants and agrees that Customer (or its authorized agent) has the power, authority and legal right to enter into the Agreement.
10. Counterparts; Facsimiles; Electronic Record
This Agreement may be executed in any number of textually identical counterparts, each of which when so executed and delivered will be deemed an original, and such textually identical counterparts together will constitute one and the same instrument. Each Party will receive a duplicate original of the counterpart copy or copies executed by it. For purposes hereof, a facsimile or an electronic record or copy of this Agreement, including the signature pages hereto, will be deemed to be an original. Notwithstanding the foregoing, the Parties will each deliver original execution copies of this Agreement to one another as soon as practicable following execution thereof.
11. Notices of Dispute or Termination
Except as specifically provided in this Agreement, all notices, demands or other communications of dispute or termination required or permitted hereunder shall be in writing and shall be given as follows: If by You: electronic mail (notice deemed effective on date of transmission) to email address (legal@melonlocal.com); and If by Melon Local: by electronic mail (notice deemed effective on date of transmission) to the email address listed in Customer’s account.
12. Pre-Existing Conflicting Melon Local Agreements
If any portion of this Agreement directly conflicts with other pre-existing Melon Local Agreements or any Melon Local partnership Agreements which prevents Melon Local from providing Customer with subscriptions, Melon Local shall notify Customer that a conflict exists and return all payments to Customer within a reasonable time of such discovery. Once Customer has received such notification and return payment, the Parties shall mutually cancel this Agreement wherein the Parties shall each expressly waive any and all claims, or causes of action against the other Party and release and hold them harmless from any and all claims or causes of action they may have under this Agreement. Further, the Parties further agree not to bring or cause to be brought any suit or any such claim or cause of action and acknowledges that the releases and waivers referred to herein shall apply regardless of whether liability is asserted on the basis of contract, strict liability or ordinary or gross negligence.
13. Confidential Information
The receiving Party will only use confidential information for the purposes of the Agreement and will not reproduce, disseminate, or disclose confidential information to any person, except to its employees and authorized representatives (e.g. consultants and contractors) who need to know the confidential information for the purposes of the Agreement and are bound by confidentiality obligations at least as restrictive as those in this section. The receiving Party will treat confidential information with the same degree of care as it treats its own information of similar sensitivity, but never with less than reasonable care. No Party may disclose the terms of this Agreement (including, for purposes of clarification, the pricing terms) to a third-party without prior written consent of the other Party.
14. Non-Melon Local Computer Programs/Software
Melon Local has sole discretion in determining what software to install and update on Melon Local’s servers. Any services which conflict with this section shall be null and void as of effective date. Customer further expressly authorizes Melon Local to not provide these null and void services, where such non-performance is not a breach of this Agreement.
15. Disallowed Content
Melon Local reserves the right to refuse, modify, substitute or remove any Customer content, information or other materials that may (i) be deemed to violate the privacy, personal, proprietary, or contractual rights of third parties; (ii) be contrary to Melon Local’s practices; or (iii) defame, expose to legal liability, or otherwise harm Melon Local (collectively “Disallowed Content”).
16. Requests Beyond Scope of Agreement
If Customer ever asks for any additional services beyond the scope of this Agreement as Melon Local determines, Melon Local will provide Customer with an estimate which Customer must authorize in writing and make any recited payments before Melon Local will begin providing such additional work and/or Subscription.
17. Staffing
Melon Local shall have sole discretion in the manner of producing and delivery of services to Customer including directly or indirectly answering phone calls and/or communicating with Customer’s end-users at Customer’s direction if that is a subscribed to subscription.
18. Waiver; Survival
Should any provision of this Agreement be held void, invalid, unenforceable, or illegal by a court of law, the remaining provisions will remain valid and enforceable. Any of the provisions of this Agreement may be waived by the Party entitled to the benefit thereof. No Party will be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by an authorized agent of the waiving Party (which shall only be Melon Local’s legal department in the case of Melon Local), and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to, or waiver of, any right or remedy as to a subsequent event. Any provisions of this Agreement which impose an obligation or right after the termination or expiration date shall survive the termination or expiration of this Agreement and shall be binding on the Parties, and Customer expressly waives any statutory or other legal protection in conflict with these provisions. The termination or expiration of the Agreement will not affect any provisions of the Agreement which by their nature survive termination or expiration, including the provisions that deal with the following subject matters: definitions, payment obligations, confidentiality, term and termination, effect of termination, intellectual property, license compliance, limitation of liability, privacy, content monitoring, and the Miscellaneous section in this Agreement.
19. Non-Solicitation
Customer expressly agrees that for the term and for thirty-six (36) months thereafter, Customer will not directly or indirectly solicit for employment, retain, employ, work with, enter into a contract or working relationship (either personally and/or with or through a third-party business) any Melon Local employee who was employed at any time during the term. Melon Local expressly agrees that for the solicit term, Melon Local will not solicit for employment, retain, or employ (directly or through another source) any employee of Customer who was employed at any time during the term.
20. Subscription Tiers
Certain subscriptions may be added, modified, removed, upgraded or downgraded at your discretion through written notice. Upon such subscription modification, you authorize us to charge the new prorated amount for the current term and to charge the new total subscription cost for all combined subscriptions thereafter to the respective payment method on file for your associated account. Please note that downgrading your plan may cause the loss of data, information, features or other functionality that is associated with your account in addition to a recalibration of your estimated future growth metrics. You bear all risk from downgrading any service and release Melon Local from all liability and consequences related thereto. In some cases Melon Local may add, modify, deprecate, diminish or remove certain features and functionality, but such changes will not have a materially adverse impact on Customer’s use of the services. Under these circumstances, Customer’s only remedy shall be to provide notice of termination of that respective Subscription within thirty (30) days of notice of change.
21. Additional Subscriptions
From time-to-time Melon Local may offer features or services that may be subject to additional or different terms and fees. Customer may not use these additional features and services unless You agree to the applicable terms. Melon Local may also provide access to subscriptions, features or services that are identified as beta or pre-release. Customer understands that such services are still in development, may have bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. Despite any other provision of this Agreement, any use of or reliance on beta or pre-release subscriptions, features or services is done at Customer’s own risk and is provided as-is and without warranty of any kind, and the Melon Local indemnity section herein does not extend to such beta or pre-release features or services.
22. Feedback and Usage Analytics
Customer may provide feedback to Melon Local about the services (e.g. technical support input, suggestions, or enhancement requests) and generate usage analytics (e.g. non-identifiable technical data and metadata from usage of the services). Melon Local may use Customer’s feedback and anonymous usage analytics to: (i) compile statistical and performance information related to the services; (ii) improve the services; and (iii) develop and publish benchmarks and similar informational reports.
23. Technical Support Services
Melon Local’s standard technical support services are included at no-additional charge during the subscription term. Access to email or phone support is provided to Customer during normal business hours on weekdays (8AM-5PM Pacific Time) excluding nationally recognized holidays and/or Melon Local observed non-workdays. Access to online support resources are available 24×7 to all users.
24. Security
Melon Local will establish and maintain appropriate administrative, technical, and physical safeguards and controls to: (i) ensure the ongoing confidentiality, integrity, availability, and resilience of the services and Customer data; (ii) restore the availability and access to Customer data in a timely manner in the event of a physical or technical incident; and (iii) have in place a process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing through the services.
25. Data Processing
Melon Local will comply with applicable privacy and data protection laws governing its processing and storage of personal data in connection with its role as described in the Agreement.
26. Entire Agreement
The Agreement contains the entire understanding of the Parties relating to the subject matter and supersedes all earlier Agreements, understandings, proposals, discussions, negotiations, representations, and warranties, both written and oral, regarding the subject matter.