Terms and Conditions

Master Terms & Conditions (“Terms”): (a) are incorporated into, and are material terms and conditions of, each service agreement, work order, proposal, and statement of work (each, a “Service Agreement”) entered into by Mellenology, LLC (“Mellenology”), and its customer (“Customer” or “you”); and (b) apply to all services provided to Customer by Mellenology (collectively, the “Services”). Any capitalized terms not defined herein shall have the meaning ascribed in the applicable Service Agreement. In the event of any conflict between these Terms and a Service Agreement, the terms of the Service Agreement shall prevail. Some of these Terms, where specifically indicated, are only applicable to certain types of Services.

Resale of Service
The Client is not permitted to resell or redistribute any portion of Mellenology’s services without prior written consent from Mellenology, which may be withheld at Mellenology’s discretion.

Authorization
Customer is engaging Mellenology, LLC as an independent contractor for the specific project. “Mellenology” refers to Mellenology, LLC, a Delaware limited liability company. The “Agreement” is the signed contract, agreement, change order, or other binding document that references these Terms and Conditions. “Client” means the party that has signed an Agreement with Mellenology. These Terms govern all work performed by Mellenology unless superseded by specific terms agreed to in writing in an associated Service Agreement.

Completion Date
Mellenology and Client must work collaboratively to complete the project in a timely manner. Client representatives are required to provide feedback on all deliverables and respond to questions within five (5) working days of receipt. Mellenology agrees to respond to all client queries and feedback within four (4) working days. If either party expects any delays (e.g., the primary point of contact is on vacation or out of the office), they must notify the other party as soon as possible. The project is considered completed once the website is launched and any initial internet marketing deliverables are finished. If Mellenology is unable to complete the project due to unforeseen reasons, they will notify the Client in writing and provide a refund proportional to the incomplete portion of the project, provided the refund does not exceed the amount paid by the Client.

Liability
Mellenology is not responsible for the loss of income or projected income resulting from unforeseen circumstances, including but not limited to server failures, data corruption, or data loss. Mellenology’s liability for any losses, damages, or claims shall not exceed the total amount paid by the Client under the applicable Service Agreement.

Client Delays
If the contract deliverables are not completed within 365 days of the contract signature due to Client delays or non-responsiveness, Mellenology reserves the right to bill the Client for the full project cost. Upon payment, all work performed by Mellenology shall become the property of the Client, but any remaining deliverables shall be voided unless separately agreed in writing.

Assignment of Project
Mellenology reserves the right to subcontract parts of the project to ensure that the right expertise is applied and that deadlines are met. Mellenology will remain the main point of contact and will manage the subcontractors as needed to deliver the project as agreed.

Copyrights and Trademarks Furnished by Client
The Client represents and guarantees to Mellenology that any text, graphics, photos, designs, trademarks, or other artwork furnished to Mellenology for inclusion in the project are either owned by the Client or have proper permission from the rightful owner for use. The Client agrees to hold harmless, defend, and indemnify Mellenology from any legal action or claim resulting from the use of such elements.

Indemnification
The Client agrees to defend, indemnify, save, and hold harmless Mellenology, its agents, subcontractors, employees, and officers from any liabilities, losses, costs, or claims, including reasonable attorney’s fees, arising from any services provided, products sold, or content displayed by the Client. This includes any claim of infringement, injury caused by a defective product, or violation of proprietary rights by materials supplied by the Client.

Warranty Disclaimer
Mellenology does not guarantee specific results, such as the number of sales per visitor or the amount of traffic generated. Mellenology expressly disclaims any implied warranties, including merchantability or fitness for a particular purpose. All services are provided “as-is,” and the Client assumes all responsibility for their use.

Service Fees
Service fees are detailed in the applicable Agreement, including any amendments or change orders. All payments shall be made in U.S. Dollars. Installment payments are non-refundable. Specific terms and conditions may apply to one-time projects, which are outlined in the respective Agreement.

Recurring Charges
Unless otherwise stated, recurring charges for ongoing services will be billed monthly, with payments due on the first of each month following the launch of the Client’s website. Service fees must be paid in advance of the service period, and Mellenology reserves the right to change fees at any time, provided a 30-day notice is sent via email.

Changes in Fees and Plans
Mellenology adjusts service package pricing, deliverables, subscription fees, and hourly rates on an annual basis to remain competitive and innovative. These changes will take effect on the first of the following month after notification is sent to the Client.

NSF Checks
If any check provided by the Client is returned due to insufficient funds, the Client will be responsible for a $100 returned check fee. Mellenology reserves the right to require certified funds for future payments.

Taxes
The Client shall be responsible for paying any applicable sales, use, excise, gross receipts, value-added, or other taxes or fees that may be imposed on the provision or use of Mellenology’s services.

Payment of Fees
Payments must be made promptly according to the agreed terms. For delinquent payments over 60 days past due, a penalty of 5% will be added per month. Mellenology may also suspend services, including the removal of content from the Client’s website, until payment is received. In the event of collection efforts, the Client will be responsible for all fees associated with the collection process.

Equipment
If the Services require additional equipment (e.g., monitors, computers, software), the Client is solely responsible for obtaining and maintaining such equipment at its expense.

Termination of Recurring Services

Mellenology reserves the right to terminate any Service Agreement with 30 days’ written notice if the Client’s demands are deemed unreasonable. The Client may terminate the agreement after completing three (3) months of recurring services by providing written notice of cancellation. Services will continue until the last day of the month following the month in which notice was given. Non-canceled services automatically renew monthly.

Removal of Required Access as Deemed Cancellation.
If, at any time, the Client revokes, restricts, or otherwise blocks the Agency’s administrative or functional access to any platform, data set, software, account, or other tool that the Agency reasonably determines is necessary to perform the Services, such revocation shall constitute the Client’s immediate written notice of cancellation under this Agreement, effective on the date that access is removed. Upon such deemed cancellation, (a) all fees and reimbursable costs incurred through the effective date remain immediately payable and non‑refundable, and (b) the Agency’s obligations to perform the Services shall be suspended without liability.

2. Respectful Conduct Requirement & Remedial Actions.

(a) Standard of Conduct.
The Client agrees to communicate with the Agency’s personnel in a professional and respectful manner at all times. Harassing, abusive, discriminatory, threatening, or otherwise inappropriate language or behaviour—including, without limitation, repeated late‑night telephone calls, aggressive text messages, or similar electronic communications—(collectively, “Aggressive Conduct”) is strictly prohibited.

(b) Agency Determination & Optional Notice.
The Agency, in its sole discretion, may provide the Client with written notice describing any Aggressive Conduct and, if the Agency so chooses, an opportunity to cure. No cure period is required. The Agency may immediately invoke the remedies in subsection (c).

(c) Agency Remedies.
Upon any Aggressive Conduct (or its continuation after notice, if any), or if the conduct is severe (including, without limitation, threats of violence), the Agency may, at its sole discretion, (i) suspend performance of the Services immediately; and/or (ii) terminate this Agreement for cause effective on written notice.

(d) Payment Obligations and Disengagement Fee.
In the event of such suspension or termination, the Client remains responsible for (i) all fees and reimbursable costs incurred through the effective date; and (ii) an additional disengagement fee equal to one (1) month of the then-current recurring service charges, which the Parties agree represents a genuine pre‑estimate of the Agency’s costs of transition.

Force Majeure
Neither party shall be liable for any delay or failure in performance caused by circumstances beyond their control, including acts of God, natural disasters, war, government actions, labor strikes, or power outages. In such an event, the affected party must notify the other as soon as possible, and obligations will be suspended for the duration of the event.

Limitation of Liability
Mellenology’s liability for any claim arising under the Agreement or these Terms shall not exceed the total fees paid by the Client for the service in question. Under no circumstances will Mellenology be liable for indirect, incidental, or consequential damages, including loss of income or profits.

Data Privacy & Security
Mellenology will take reasonable steps to protect Client data but cannot guarantee full security against data breaches or malicious attacks. Mellenology complies with applicable data privacy regulations, such as the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), as they pertain to the storage and processing of personal data.

Dispute Resolution
The parties agree to attempt to resolve any disputes arising out of or related to these Terms or any Agreement through good faith negotiations. If negotiations fail, the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The venue for arbitration will be Shelby County, Tennessee.

Modification
Mellenology reserves the right to modify its services, products, and these Terms and Conditions at any time without prior notice. Continued use of Mellenology’s services signifies agreement to the updated Terms.

Non-Solicitation
For a period of three (3) years after the termination of this Agreement, the Client shall not solicit or hire any employee, contractor, or vendor of Mellenology, nor shall the Client encourage any of these parties to cease working with Mellenology.

Non-Disparagement
During and for three (3) years after the termination of this Agreement, the Client agrees not to make any disparaging statements or take any actions that may harm Mellenology’s reputation or lead to negative publicity.

Miscellaneous
If any provision of these Terms is deemed unlawful, void, or unenforceable, that provision will be severed, and the remaining provisions will remain in full effect.

Future Services
Future services performed for the Client will be governed by these Terms unless new Terms are established in a subsequent agreement.

Venue
For any action involving the Agreement, the venue shall be in Shelby County, Tennessee, unless otherwise agreed by both parties.

Website Design and Development Terms and Conditions

Copyright to Web Pages

The copyright to the unfinished, assembled work of web pages produced by Mellenology remains with Mellenology. Upon final payment of this contract, the Client is granted rights to the completed website, including all photos purchased for the Client, custom graphics, web pages, and any associated databases. Rights to proprietary work-up files, source code, intellectual property, and computer programs (including any software or systems used) remain the property of Mellenology or their respective owners. Mellenology retains the right to add a link to the website and display elements (e.g., graphics, designs) in its portfolio or marketing materials as examples of its work.

Graphics and Photographs

The Client should supply graphic files in an editable, vector digital format (e.g., .AI, .EPS, or .SVG) and photographs in high-resolution digital format (e.g., .JPG, .PNG, .TIFF). If the Client chooses to purchase stock photographs, Mellenology can recommend stock libraries for this purpose. Should the Client require Mellenology to search for additional photographs beyond the agreed-upon scope of the project, Mellenology will provide a separate estimate for this service.

Written Content

Unless otherwise specified in the Service Agreement, Mellenology is not responsible for writing or editing the website’s written content. Should the Client require professional copywriting, content creation, or editing services, Mellenology can provide a separate estimate based on the specific needs and scope of the content work.

Browser Testing

Browser testing is conducted to ensure that a user’s experience of the design is consistent and appropriate for the capabilities of the browser or device they are using. Browser testing does not mean making a website look identical across all platforms and browsers, as each may interpret designs differently.

Desktop Browsers

Mellenology tests its web designs in the most current versions of major desktop browsers, including:

Safari (Apple)
Chrome (Google)
Edge (Microsoft)
Firefox (Mozilla)
Opera

Mellenology does not test on outdated browsers such as Internet Explorer, unless separately agreed upon in writing.

Mobile Browsers

Mellenology tests its designs on modern mobile platforms and browsers, including:

iOS (latest stable version): Safari, Google Chrome
Android (latest stable version): Google Chrome, Samsung Internet

If the Client requires testing on older or uncommon platforms, a separate estimate will be provided.

Training Services

Mellenology will provide up to two (2) hours of website and CMS training for up to five (5) employees. Additional training sessions will be billed at Mellenology’s current hourly rate.

Hosting Services

Mellenology (“Host”) agrees to provide Client with managed website hosting services (the “Website”) as described herein (the “Hosting Services”).

Content

Client is responsible for posting and managing all website materials (“Client Content”). Unless otherwise agreed, ongoing content management is the Client’s responsibility.

Backup

Mellenology maintains system-level backups for recovery purposes but is not responsible for Client-specific data loss. Clients are advised to keep independent backups.

Security

Mellenology will implement standard protections (SSL, firewalls), but cannot guarantee protection from all cyber threats. Client must ensure compliance with laws such as GDPR and CCPA.

Availability of Website

The Website will generally be available 24/7 except for planned maintenance or force majeure events. 100% uptime is not guaranteed.

Additional Storage and Transfer

If the Client exceeds plan limits, Mellenology may upgrade the plan and charge accordingly with notice.

Updates

Mellenology will update WordPress core files and plugins as needed but cannot guarantee updates won’t cause disruptions. Restoration will be attempted if issues arise.

Proprietary Rights of Client

Client retains full ownership of all Client Content.

Proprietary Rights of Host

All software, data, and methodologies developed or used by Mellenology remain its sole property. Mellenology may provide similar services to others using the same materials.

Confidentiality

Both parties agree to protect each other’s Confidential Information, which includes technical, business, and financial information not publicly available.

Client Responsibilities

The Client is responsible for ensuring that all posted content is legal, accurate, and compliant with relevant regulations. This includes links and third-party content.

Acceptable Use Policy

Client agrees to abide by Mellenology’s Acceptable Use Policy. Violation may result in suspension or termination of Hosting Services without refund.

Copyright and Intellectual Property Infringement

Mellenology complies with the DMCA and expects Clients to do the same. Clients are liable for infringement arising from their content.

Site Transition

Upon termination, Mellenology will keep the site online for 30 days. Transition assistance will be billed at standard rates. After 30 days, files may be deleted without notice.

Data Privacy and Compliance

Client is responsible for legal compliance (e.g., GDPR, CCPA). Mellenology will follow industry standards for infrastructure but does not guarantee regulatory compliance.