This End-User License Agreement (“EULA”) is a legal agreement between you, either an individual or a single organization and Mellie, Inc. (“We”, “Us” or the “Company”) governing your use of the Mellie application, and any associated documentation (the “App”) which is part of the Mellie platform, an end to end solution for family caregivers to help navigate, execute and coordinate elder care for family caregivers. If you are entering into this EULA on behalf of a company or other legal entity, you represent that you have the legal authority to bind the organization to this EULA, in which case “you” will mean the organization you represent.

IMPORTANT: BY DOWNLOADING AND/OR INSTALLING THIS APP, YOU ACCEPT AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS OF THIS EULA - YOU ARE NOT ALLOWED TO USE THE APPLICATION AND ARE OBLIGED TO UNINSTALL AND ERASE THE APP FROM YOUR MOBILE DEVICE.

 

1. Grant of License. Subject to the limitations and restrictions provided in this EULA, Company grants you a limited, non-exclusive, non-sublicensable, non-transferable, worldwide license, to install and use the App. For the avoidance of doubt, it is hereby made clear that this EULA does not convey to you any interest in or title to the App, but only limited rights to use the App in accordance with the terms and conditions hereunder.
    

2. We are not a health care provider. The contents of the App, such as text, graphics, images, information obtained from our licensors, users, employees or from parties to which we refer you and other materials contained in the App is for informational and educational purposes only and are not a substitute for the professional judgment of a health care professional in diagnosing and treating patients.  Mellie strives to refer only high-quality providers and services; however Mellie makes no representation of, and does not warrant or guarantee the credentials, professional qualifications, experience, services, and/or advice of any third party. Mellie does not receive any compensation from referral sources. Neither the content nor any other service offered by or through the App is intended to be for medical diagnosis or treatment. Persons/parties accessing this information assume full responsibility for the use of the information and agree that we are not responsible or liable for any claim, loss, or damage arising from the use of the information. We do not recommend or endorse any specific drugs, tests, physicians, products, procedures, opinions, “off-label” drug uses or other information that may be mentioned on our App and our users are required to disclose any such conflicts of interest. Your reliance upon the content obtained or used by you is solely at your own risk. We remind you that the service is not meant to serve as a substitute for professional medical judgment. We encourage you to confirm the information made available or otherwise obtained through the service with other reliable sources before undertaking any treatment. We do not certify that the information provided by other users (including, without limitation, information regarding professional qualifications or affiliations) is accurate.
    

3. License Restrictions and Limitations. You may not, and may not permit or aid others to: (a) copy, reproduce, distribute, or use the App except as expressly authorized under this EULA; (b) decompile, disassemble, reverse engineer, modify, translate, convert or apply any procedure or process to the App in order to ascertain, derive, and/or appropriate for any reason or purpose; (c) modify and/or create a derivative work of any part of the App; (d) violate the right to privacy of any third party without the express prior consent of such third party; (e) infringe any proprietary rights or intellectual property rights of Company or any third parties; or (f) conduct any unlawful activity through the use of the App. Your failure to comply with the provisions set forth herein may expose you to civil and/or criminal liability.
    

4. Data and Privacy. The operation of the App requires the collection, storage and use of certain information and data regarding persons for whom the care will be provided as well as those of related persons or service providers, including medical information. Complete details of how the Company collects, uses and stores data and information are available in its privacy policy, which may be updated from time to time in its sole discretion, a current copy of which is available at www.mellie.com/privacy (the “Privacy Policy”). By using the App you consent to such collection, use and storage of data as set forth in the Privacy Policy and agree to obtain the consent of all the applicable persons (including the person for whom the care will be provided).
    

5. Third Parties Store and Materials. You acknowledge and agree that the availability of the App is dependent on the third party store from which you downloaded the App, such as the Play Store or the Apple App Store (each, an “App Store”).  Each App Store may have its own terms and conditions to which you must agree to before downloading the App from it, and your use the App is also conditioned upon your compliance with such applicable terms.
    

6. Apple. This provision only applies in respect of the version of the App used on devices of Apple, Inc. This EULA is an agreement between you and Company. Apple has no responsibility for the App or the content of the App, including in respect of claims of intellectual property infringement, product liability or that the App does not conform with applicable law. To the maximum extent permitted by applicable law, Apple provides no warranty in respect of the App and has no obligation to provide support in respect of the App. All claims in respect of the App must be directed to Company and not to Apple. Your use of the App must be in compliance with the App Store Terms of Service, and you may only use the App on an iPhone or iPad that you own or control as permitted by such terms. In the event the App fails to conform to the warranty set forth herein, you may notify Apple, and Apple will refund the purchase price for the App to you. Apple shall be a third party beneficiary of this EULA with the right to enforce this EULA against you.
    

7. Intellectual Property Rights. You acknowledge and agree that the App is or will be considered as proprietary products of the Company, protected under national and international intellectual property laws. You further acknowledge and agree that any and all right, title, and interest in and to the App, including associated intellectual property rights, including without limitation any patents, patent applications, copyrighted material and trade secrets, and all copies, revisions, modifications, updates and/or upgrades thereto, including all derivative works thereof, whether made by the Company, you or on behalf of Company or you, are and shall remain the sole and exclusive property of the Company. Any names and/or logos used now or will be used in the future in connection with the App are icons identifying the Company and its services are our trademarks. No use of these marks shall be permitted except through our prior written authorization and permission. You have no obligation to provide Us with any feedback concerning the App. Nevertheless, if you provide Us with any feedback concerning the App, you also provide Us with a non-exclusive, perpetual license to make all uses of such feedback without any obligation to you. The Company reserves all rights not expressly granted to you.
    

8. Confidentiality. Either party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) certain confidential information regarding its technology, medical history and/or business (“Confidential Information”). Receiving Party agrees to keep confidential and not disclose or use any Confidential Information to third parties, except to support its provision or use of the Solution. Confidential Information shall not include information that Receiving Party can show (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to its employees and consultants who have a need to know such Confidential Information and will remain liable to the Disclosing Party with respect thereto. All pricing information herein and all non-public information in respect of the Solution shall be deemed the Confidential Information of Mellie.
    

9. Representations and warranties.

   1. By using the App you are representing that you are of legal age (18 years and over) and of legal competence to enter into a binding agreement with the Company, or if a minor, you represented by a parent or legal guardian authorized to agree to the terms of this EULA on your behalf, and are not otherwise prohibited from using or receiving the services pursuant to any applicable laws of the local or national jurisdiction from which you are accessing or using the App. If you are not able to make the representations in the preceding sentence, you are prohibited from accepting this EULA and using the App; provided, however, that any unauthorized use of the App by you shall be subject to this EULA until your unauthorized usage terminates. The Company does not knowingly collect through the App any personal information from children under the age of 13.

   2. You may not use the App for any illegal purpose, or in violation of any applicable law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy. You may not post, store, send, transmit, or disseminate any information or material which infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights;

   3. You may not attempt to gain unauthorized access to the App, or any part of it, other accounts, computer systems or networks connected to the App through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the App by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code. You may not exploit the App in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity;

   4. You may not use any robot, spider, scraper or other automated means to access the App for any purpose without the Company’s express written permission or bypass the Company’s robot exclusion headers or other measures Company may use to prevent or restrict access to the App or modify the App in any manner or form, nor to use modified versions of the App, including (without limitation) for the purpose of obtaining unauthorized access to the App.

   5. You represent and warrant that (a) you have all rights necessary to enter into this EULA and perform your obligations hereunder; (b) nothing contained in this EULA or in the performance of this EULA will place you in breach of any other contract or obligation; and (c) you shall at all times remain in full compliance with all applicable laws and regulations with regard to its performance under this EULA.
       

10. Term and Termination. This EULA is effective upon the installation of the App and shall remain in full force and effect for so long as you use the App in accordance with this EULA. Without prejudice to any other rights, the Company may terminate this EULA upon the breach of any term hereof by you or on your behalf. Upon such termination by the Company, you agree to immediately uninstall or delete the App from your Mobile Device.
     

11. DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE AND UNDERSTAND THAT THE APP IS PROVIDED TO YOU “AS IS” AND 
”AS AVAILABLE” WITHOUT ANY WARRANTIES WHATSOEVER CONCERNING THE INSTALLATION, USE OR PERFORMANCE OF THE APP, AS WELL AS ANY FUTURE USE OF THE APP AND/OR THE DEVELOPMENT OF THE APP. COMPANY EXPRESSLY DISCLAIMS, AND YOU HEREBY EXPRESSLY WAIVE ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION, NON-INTERFERENCE, ACCURACY, RELIABILITY AND QUALITY OF THE APP,  INCLUDING AND WITHOUT DEROGATING FROM THE ABOVE, ANY WARRANTIES AND RIGHTS AND COMMON LAW. COMPANY DOES NOT WARRANT THAT THE APP WILL MEET YOUR REQUIREMENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
     

12. LIMITATION OF LIABILITY. YOU ACKNOWLEDGE THAT YOU WILL EXERCISE YOUR OWN INDEPENDENT ANALYSIS AND JUDGMENT IN YOUR USE OF THE APP. COMPANY ASSUMES NO LIABILITY FOR YOUR USE OF THE APP, AND YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APP IS AT YOUR OWN RISK. YOU FURTHER ACKNOWLEDGE THAT IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, LOSS OF USE OR LOSS OF REVENUE OR PROFIT AND FURTHER DISCLAIMS ANY AND ALL LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES), OR OTHER SIMILAR DAMAGES REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. NOTWITHSTANDING THE ABOVE, IF COMPANY IS FOUND TO BE LIABLE BY A FINAL JUDICAL RULING, COMPANY'S LIABILITY TO YOU OR TO ANY THIRD PARTY SHALL BE LIMITED TO TWENTY (20) US DOLLARS.
     

13. Indemnification. You agree to defend, indemnify and hold harmless Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) your use of  the App; (ii) your violation of any term of this EULA; (iii) your violation of any third party right, including without limitation any proprietary or intellectual property right and/or privacy right; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the App. This indemnification obligation will survive this EULA.
     

14. Governing Law and Jurisdiction. This EULA shall be construed and governed in accordance with the laws of the State of California, regardless of its conflict of laws rules. The competent courts of California, USA, shall have sole and exclusive jurisdiction over any dispute under this EULA or otherwise related to the App.
     

15. Miscellaneous. This EULA represents the complete agreement concerning the license granted herein and the subject matter hereof and may be amended only by a written agreement executed by both parties. If any provision of this EULA is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to enforce at any time any of the provisions of this EULA will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of either party to enforce each such provision thereafter. The express waiver by either party of any provision of this EULA will not constitute a waiver of any future obligation to comply with such provision. You may not transfer or assign this EULA and the rights hereunder without the prior written consent of Company.
     

16. Contact Information. If you have any questions or comments please write to the following address: info@mellie.com.
     

17. A Mellie subscription can be cancelled at any time by sending a message to careteam@mellie.com or speaking with your Care Coordinator.  The subscription will be ended on the next billing cycle.
     

18. A user can unsubscribe from all Mellie communications by either clicking on the unsubscribe link within an email or sending an email with the subject line "Unsubscribe" to:  careteam@mellie.com
    
    
    Last modified date: October 2024