These Terms of Service (the "Terms") form a binding legal agreement between you ("you", "your", or "User") and Melaya Labs LLC ("Melaya", "we", "us", or "our") governing your access to and use of the Melaya platform, including the Agentic Framework, the Melaya Engine, the websites located at melaya.org and any associated subdomains, APIs, command line tools, desktop and mobile clients, and all related products, features, documentation, and services (collectively, the "Services"). By creating an account, accessing, or using the Services in any way, you acknowledge that you have read, understood, and agreed to be bound by these Terms. If you do not agree, you must not access or use the Services.
1. Eligibility and Account Registration
You must be at least eighteen (18) years of age, have full legal capacity to enter into a binding contract in your jurisdiction, and not be a person with whom transactions are prohibited under applicable sanctions, export-control, or anti-terrorism laws, including applicable measures administered by the United States, United Nations, European Union, United Kingdom, Switzerland, or another competent authority. You represent and warrant that you are not located in, ordinarily resident in, controlled by, or acting for a person or jurisdiction where providing the Services would be unlawful. We may restrict availability, request information, or suspend access when reasonably necessary for sanctions, export-control, fraud-prevention, platform, or other legal compliance.
To access most features you must register for an account by providing accurate, current, and complete information. You are solely responsible for maintaining the confidentiality of your credentials, for all activity that occurs under your account, and for promptly notifying Melaya of any suspected unauthorized access. Passwords are stored as salted bcrypt hashes (work factor 12) and are never written to logs, telemetry, or support tickets. Melaya is not liable for any loss or damage arising from your failure to safeguard your credentials. You may not transfer, sell, or assign your account to any other party without our prior written consent.
2. The Services
2.1 Agentic Framework
The Agentic Framework is a development and execution environment that allows you to assemble, configure, and run pipelines composed of language models, tools, and subagents. Pipelines may be executed manually or triggered by schedules, webhooks, or API calls. You may connect your own third-party language model providers, including local runtimes such as Ollama and LM Studio, and you may upload documents, code, and structured data to build per-pipeline retrieval indices. Melaya provides the framework and infrastructure; it does not author, review, endorse, or warrant the behavior, output, or correctness of any pipeline that you or any other user builds.
2.2 Melaya Engine
The Melaya Engine is a native execution core written in Rust that connects to supported centralized exchanges and prediction market venues to place orders, manage positions, run backtests, and execute parameter sweeps or live simulations. The Engine operates exclusively on instructions derived from your configured strategies and explicit user actions. Melaya does not take custody of user funds at any point. All funds remain in accounts that you own and control at the underlying venue. You are solely responsible for the strategies you configure, for the API keys you connect, and for every order the Engine places on your behalf.
2.3 Tiers and Feature Availability
The Services are offered through subscription tiers labeled sandbox, forge, bastion, and citadel. Feature availability, usage quotas, retention windows, and support levels differ across tiers and may be modified at any time with reasonable notice. Tier definitions in effect at the time of your subscription are described at melaya.org/pricing and are incorporated into these Terms by reference.
3. Fees, Billing, and Taxes
Paid tiers are billed through our payment processor, Stripe, Inc., on a recurring basis at the intervals disclosed at checkout. By subscribing, you authorize Melaya and Stripe to charge your designated payment method for all applicable fees, taxes, and other charges. Fees are quoted exclusive of value-added tax, sales tax, goods and services tax, withholding tax, or other taxes or duties, all of which are your responsibility. Subscription fees are non-refundable except where refund is required by applicable law or expressly provided in these Terms. You may cancel a paid subscription at any time; cancellation takes effect at the end of the then-current billing period, and you will retain access to the paid features until that time. Melaya may change fees for any tier upon at least thirty (30) days' prior notice, with changes taking effect at the start of the next billing period after the notice window.
4. User Content, Ownership, and License
As between you and Melaya, you retain all right, title, and interest in any data, documents, code, strategies, pipeline configurations, prompts, model outputs, and other materials that you upload to or generate within the Services ("User Content"). You grant Melaya a limited, worldwide, non-exclusive, royalty-free license to host, store, transmit, process, chunk, generate vector embeddings from, index, retrieve, and display User Content solely to the extent necessary to operate, maintain, secure, and improve the Services and to provide them to you. This license is sublicensable only to our subprocessors acting on our behalf and ends when the User Content is deleted, subject to routine backup retention. Melaya does not claim ownership of User Content and does not use User Content to train foundation models except under a separate permission you grant expressly.
You represent and warrant that you have all rights, consents, and authorizations necessary to upload and process User Content through the Services, that User Content does not infringe the intellectual property, privacy, publicity, or other rights of any third party, and that User Content does not contain malicious code, unlawful material, or content you are not permitted to disclose. You are solely responsible for maintaining backups of User Content outside the Services.
5. Acceptable Use
You agree not to use the Services for any unlawful, harmful, fraudulent, or abusive purpose. Without limiting the generality of the foregoing, you must not, and must not permit any third party acting on your behalf to: use the Services to engage in market manipulation, wash trading, spoofing, layering, front-running, coordinated pump and dump schemes, insider trading, or any other conduct that violates the rules of any exchange or the laws of any jurisdiction; use the Services to generate, distribute, or facilitate spam, phishing, malware, ransomware, disinformation, harassment, hate speech, sexual content involving minors, or content that incites violence; reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any non-open-source component of the Services; circumvent, disable, or otherwise interfere with security, rate limiting, or access control features (except where such activity is explicitly authorized under the Responsible Disclosure and Safe-Harbor clause in the Security Overview §15, which constitutes a prospective carve-out from this prohibition for good-faith researchers acting within the stated scope and rules of engagement); use the Services to scrape, harvest, or aggregate data in violation of the source's terms; use the Services to evade sanctions, launder money, finance terrorism, or otherwise violate anti-money laundering, counter-terrorism financing, tax, export control, or economic sanctions laws; use the Services to operate an unregistered broker-dealer, exchange, investment adviser, fund, or other regulated financial institution; interfere with the integrity or performance of the Services or the data they contain; or use the Services to build a competing product or service.
Melaya reserves the right, but not the obligation, to investigate suspected violations and to suspend, restrict, or terminate access, remove or disable content, and report activity to law enforcement or other authorities without notice where we reasonably believe such action is necessary.
6. Artificial Intelligence and Automated Agent Behavior
The Services include agentic capabilities that invoke language models, call tools, execute code, retrieve documents, and take actions within the limits you define. You acknowledge and agree that large language models and agentic pipelines are probabilistic systems that may produce output that is inaccurate, incomplete, biased, offensive, or otherwise unsuitable for any particular purpose, and that such behavior is an intrinsic characteristic of the underlying technology rather than a defect in the Services. Melaya makes no representation or warranty that any agent output will be accurate, fit for purpose, compliant with any law, or free of hallucination. You are solely responsible for validating, supervising, and controlling the pipelines you run and the actions they take.
When you configure a pipeline to use a third-party model provider, including but not limited to OpenAI, Anthropic, Google, Mistral, xAI, or any other provider, your prompts, context, and User Content routed through that provider are subject to that provider's own terms of service and privacy policies. Melaya does not control, and is not responsible for, the data handling, retention, training, logging, or output of any third-party model provider. You are responsible for reviewing and accepting the terms of every provider you choose to use.
You must not configure pipelines to take actions that you are not legally authorized to take, and you must not use agentic capabilities to impersonate any person, evade security controls of any third party, execute unauthorized transactions, or produce content that violates Section 5.
Where you interact directly with an automated feature of the Services rather than with a person, we identify it as automated. Because agents can take real actions on connected systems, you must review agent output before relying on it, and you must not allow an agent to execute a consequential action, such as placing an order or sending a communication, without appropriate human oversight or an equivalent control that you configure. Agent output is not professional, legal, financial, tax, or investment advice. If you deploy an agent that interacts with, or generates content for, other people, you are responsible for any transparency and AI-disclosure obligations that apply to that deployment, including under Article 50 of Regulation (EU) 2024/1689 (the EU AI Act); Melaya provides reasonable labeling and configuration tools to help you meet them.
7. Trading, Financial Risk, and No Investment Advice
The Melaya Engine enables you to place real orders on centralized exchanges and prediction markets using API keys that you provide. Trading digital assets, derivatives, perpetual swaps, futures, options, and event contracts involves a high degree of risk, including the risk of rapid and total loss of capital, liquidation, adverse price movement, slippage, leverage amplification, exchange outages, oracle failures, smart contract exploits, counterparty insolvency, and sudden regulatory action. Past performance, backtest results, live simulation output, parameter sweep summaries, and strategy analytics are not indicative of future results and must not be relied upon as predictions of future performance.
Melaya is not a broker-dealer, investment adviser, money transmitter, commodity trading advisor, futures commission merchant, or financial institution of any kind. Nothing provided through the Services constitutes investment, financial, legal, tax, accounting, or other professional advice, nor is any content a solicitation or offer to buy or sell any security, digital asset, derivative, or other financial instrument. You are solely responsible for evaluating whether any trading activity is appropriate for your financial situation, risk tolerance, and regulatory environment, and for seeking qualified independent professional advice where appropriate.
Trading of digital assets and related derivatives is restricted or prohibited in certain jurisdictions. You are solely responsible for determining the legality of your use of the Services under the laws that apply to you, including but not limited to the U.S. Commodity Exchange Act, the U.S. Securities Act, EU Regulation 2023/1114 on Markets in Crypto-Assets (MiCA), the UK Financial Services and Markets Act, Swiss financial market legislation, and the regulatory regimes of Singapore, Hong Kong, the United Arab Emirates, and any other applicable jurisdiction. Where any feature is unavailable in your jurisdiction, you must not attempt to access it through technical circumvention. Melaya applies per-feature country blocks at our edge provider (Cloudflare). Users in a blocked country still reach the public landing page and the legal surface; only the restricted feature responds with HTTP 451. A committed infrastructure-as-code scaffold for these rules, together with a drift-detection and quarterly-review process, is being reconciled against the currently operator-managed edge configuration.
All anti-money laundering, counter-terrorism financing, know-your-customer, sanctions screening, tax reporting, and similar obligations with respect to your trading activity are delegated to, and performed by, the underlying exchange venues with which you hold accounts. Melaya does not perform these functions on your behalf and does not maintain records of your trading activity for regulatory reporting purposes beyond what is necessary to operate the Services.
Device Control, automation, and user responsibility
Melaya Device Control is an automation surface that can read portions of your phone screen, receive screen-share frames when you start mirroring, open approved apps, and perform taps, typing, swipes, navigation, and other actions that you or your authorized agents request.
You are the operator of your device, accounts, apps, content, workflows, connectors, and instructions. You decide whether to enable Accessibility, screen sharing, app permissions, credentials, templates, approvals, and execution. You remain responsible for all actions taken on your device or through your accounts, including posts, messages, purchases, trades, payments, deletions, submissions, or changes to third-party services.
You must only use Device Control on devices, accounts, applications, and data that you own or are legally authorized to operate. You must comply with applicable law, platform rules, employer or client policies, and third-party terms. Do not use Melaya to bypass access controls, scrape prohibited data, impersonate others, spam, manipulate markets, harass, commit fraud, or perform any unlawful or harmful act.
Melaya provides safety controls such as approved-app allowlists, human approval checkpoints, live status indicators, and kill controls. These controls reduce risk but do not guarantee that an agent will never make a mistake, encounter a misleading interface, act on stale context, or be interrupted by network, device, app, or operating-system behavior. You must supervise high-impact workflows and stop or revoke access when needed.
Financial, trading, regulated, medical, legal, employment, housing, insurance, safety-critical, and other high-impact uses require your own professional review and compliance process. Melaya does not provide investment, legal, medical, tax, compliance, or fiduciary advice, and no output or automation should be treated as a substitute for qualified human judgment.
Mobile agents, platform rules, and high-impact actions
A "Mobile Agent" is any Melaya workflow that observes device or application state, reasons about or selects a next step, or requests a command such as opening an app, tapping, typing, swiping, navigating, submitting, sending, purchasing, deleting, or changing data. Mobile Agents may use local, cloud, or hybrid execution, and available capabilities differ by operating system, distribution channel, model, connector, and device configuration.
You represent and warrant that you own or lawfully control every device, account, application, credential, dataset, and workflow used with a Mobile Agent, or that you have documented authority from the owner and all legally required notices and consents. You must not capture, disclose, or act on another person's communications, images, credentials, personal data, confidential information, or account without lawful authority.
Device permissions are optional and purpose-specific. Android Accessibility, screen capture, notifications, app visibility, and similar permissions require a separate in-app explanation and affirmative operating-system or in-app action. You may decline or revoke them, although the related feature will stop. Enabling a permission authorizes only the disclosed feature and does not authorize unlawful, hidden, unrelated, or unlimited monitoring.
You must comply with Apple, Google Play, Android, iOS, application-store, device-manufacturer, employer, network, and third-party service rules. A Google Play build may not use Accessibility to autonomously initiate, plan, and execute actions; where that restriction applies, only policy-compliant, narrow, user-understood, deterministic or otherwise permitted workflows may be used. You must not sideload, configure, instruct, or combine components to evade a platform restriction or security review.
Mobile Agents must not be used for unauthorized surveillance, stalking, credential or token harvesting, account takeover, malware, destructive code, bypassing authentication, CAPTCHA, paywalls, DRM, rate limits, safety notices or access controls, undisclosed background monitoring, impersonation, deceptive interfaces, spam, harassment, prohibited scraping, market manipulation, fake engagement, exploitation of children, weapons, physical harm, or any illegal or rights-infringing purpose.
Model outputs and UI interpretation are probabilistic. An agent can hallucinate, misunderstand a screen, select the wrong element, expose information, repeat an action, act on stale state, or send, publish, purchase, trade, transfer, delete, or modify something unintentionally. Preview, allowlist, approval, overlay, audit, timeout, and kill controls reduce but do not eliminate those risks.
You must keep a competent human in control of consequential workflows. Do not use unattended Mobile Agents to make or implement decisions about employment, education, credit, insurance, housing, healthcare, legal rights, biometric identification, essential services, law enforcement, migration, elections, safety-critical systems, or other decisions producing legal or similarly significant effects unless Melaya expressly supports that use and you have completed all required professional, regulatory, impact-assessment, notice, human-review, and appeal processes.
Before approving a consequential command, you must verify the target device, account, app, recipient, amount, content, scope, timing, and reversibility. Third-party confirmations, merchant terms, trading rules, taxes, fees, subscription commitments, messages, filings, and transactions remain your responsibility. Melaya is not the agent, representative, fiduciary, broker, dealer, employer, healthcare provider, lawyer, or merchant of any third party.
Third-party apps, model providers, connectors, merchants, and operating systems are independent services governed by their own terms and privacy practices. Availability or technical interoperability does not mean that Melaya or the third party endorses, authorizes, sponsors, or guarantees the workflow. You are responsible for lawful credentials and for determining whether automated access is permitted.
The App Store iOS application is limited by Apple's sandbox and public APIs and does not provide general control of other applications. Any Mac runner, XCTest, WebDriverAgent, developer-signed, paired-device, or testing workflow is a separate user-controlled development or testing route, must be used only on expressly authorized devices and apps, and must not be represented as an App Store capability.
We may block, pause, rate-limit, require confirmation for, preserve evidence concerning, or terminate a command, device, connector, workflow, or account when we reasonably suspect unauthorized access, harm, fraud, platform-policy breach, security risk, or legal exposure. We do not undertake a duty to monitor every instruction or prevent every harmful result, and an automated safety control is not a substitute for your supervision.
Business and professional users will defend and indemnify Melaya against third-party claims arising from their unlawful or unauthorized Mobile Agent instructions, devices, content, credentials, or workflows, subject to the indemnification section and applicable law. Nothing in these Terms excludes non-waivable consumer rights or liability that cannot lawfully be limited, including liability arising from our fraud, willful misconduct, gross negligence where applicable, or death or personal injury caused by negligence.
Assistant autonomy modes, payment actions, and third-party accounts
Every Assistant or Device Control run begins with an instruction, configuration, schedule, trigger, or pipeline that you choose or authorize. The labels Safe, Payments Only, and Autonomous describe how much additional confirmation Melaya seeks after that authorization. They do not change who requested the automation, transfer responsibility to Melaya, or create permission from any third party.
Safe is the default mode and is designed to request approval for detected consequential actions. Safe does not mean risk-free, error-free, continuously supervised, or guaranteed to stop every harmful, unintended, or prohibited action. You must review the proposed task, permissions, connected accounts, recipients, amounts, and results and remain able to stop the run.
Payments Only permits actions not detected as payments to execute without per-action approval, including sending messages, publishing content, modifying or deleting data, changing account settings, and other consequential writes. Its payment protection is principally an on-device heuristic for recognized payment or checkout interfaces. It can miss or misclassify an interface, and a payment, purchase, refund, transfer, subscription, or other financial action through a connector, API, tool, raw tap, or unrecognized interface may execute as an ordinary action without a payment approval.
Autonomous permits actions requested by you or derived by the model from your authorized task or configured pipeline to execute without per-action approval. Depending on the tools and accounts you grant, this can include sends, posts, submissions, purchases, payments, transfers, refunds, deletions, permission changes, account changes, and other irreversible or externally visible actions. Do not enable Autonomous unless the task is bounded, lawful, authorized, monitored in proportion to its risk, and acceptable to execute without another confirmation.
Approval, payment, publishing, destructive-action, app-allowlist, content, and risk detection rely on software rules and available signals such as tool names, arguments, accessibility text, screen state, labels, and coordinates. Interfaces, languages, overlays, redirects, embedded browsers, raw coordinate taps, API behavior, stale state, network failures, model errors, and indirect prompt injection can cause a safeguard to miss, delay, duplicate, or misclassify an action. No mode, detector, preview, audit trail, timeout, or kill control is a guarantee.
Before using the Assistant, a connector, or Device Control with any application, website, account, device, merchant, or service, you must review and comply with its current terms, developer rules, automation and bot policies, rate limits, content rules, payment rules, and privacy requirements. Technical availability, an app playbook, a template, a connector, an allowlist entry, or successful execution does not mean that Melaya or the third party authorizes the use. If the rules are unclear or prohibit the planned automation, do not run it without obtaining permission from the relevant third party.
A third party may restrict, suspend, ban, terminate, demonetize, or delete your account or content; block a device, credential, number, network, or payment method; cancel, reverse, or dispute a transaction; withhold funds or benefits; impose fees or penalties; or take legal or contractual action because of automation or other activity conducted through your account. Melaya does not control those decisions, cannot promise to restore an account or transaction, and is not responsible for loss of access, content, data, revenue, audience, reputation, business opportunity, or goodwill caused by a third party, except to the extent liability cannot lawfully be excluded.
You are responsible for monitoring active and scheduled runs, setting narrow permissions and spending limits, protecting credentials, validating recipients and amounts, and stopping and revoking access when behavior is unexpected. A stop, timeout, disconnection, permission revocation, or mode change may not cancel an action that is already queued, in flight, submitted, accepted, or completed by a third party. You must independently verify the final state and take any available cancellation, reversal, reporting, or remediation step.
By selecting Payments Only or Autonomous, you expressly acknowledge the reduced approval described above and assume the associated risks for your authorized use. To the maximum extent permitted by law, you are responsible for resulting charges, purchases, commitments, reversals, disputes, third-party claims, account sanctions, and losses, and a third-party restriction or ban is not by itself a defect in the Services or grounds for a refund or credit. The indemnification, warranty disclaimer, limitation of liability, and non-waivable consumer-right provisions of these Terms continue to apply.
8. Third-Party Exchange API Keys
To use the Melaya Engine you connect API credentials issued by your third-party exchange venue. You represent that you are authorized to provide those credentials and that doing so does not violate the terms of service or other obligations you have with the issuing venue. When Infisical is configured as the vault provider, your exchange API key, secret, and passphrase are wrapped with AES-256-GCM inside the Melaya server process before being handed to Infisical, using a master key held only in the server's environment ("envelope encryption"). When the Postgres fallback path is used, the same envelope layer applies before the ciphertext is written to the agents.credentials table. Melaya never custodies user funds. We strongly recommend that you scope every API key to trading permissions only, disable withdrawal permissions at the issuing venue, and apply IP allowlisting where supported. You acknowledge that the Engine, acting on your instructions, may place real orders that produce real profit or loss on your exchange accounts, and you accept full and exclusive responsibility for those orders and their outcomes.
9. Retrieval Indices and Document Handling
The Agentic Framework creates per-pipeline retrieval indices from documents, code, structured data, and other materials that you upload. These indices are logically isolated to your tenant and, within your tenant, to the specific pipeline that owns them. Melaya processes uploaded content solely to generate embeddings, maintain the index, and serve retrieval results back to your pipelines. You represent and warrant that you have the legal right to upload every item you provide, including all necessary copyright, license, trade secret, and privacy authorizations. You may delete a retrieval index at any time through the Services, and upon deletion Melaya will remove the index and its derivatives from active systems within commercially reasonable timeframes, subject to the retention described in the Privacy Policy.
10. Intellectual Property
Melaya and its licensors retain all right, title, and interest in and to the Services, including all software, models, designs, trademarks, logos, documentation, and associated intellectual property. Except for the limited, non-exclusive, non-transferable, revocable license granted to you to access and use the Services in accordance with these Terms, no rights are granted to you, whether by implication, estoppel, or otherwise. You may not remove, obscure, or alter any proprietary notices displayed in the Services.
Any feedback, suggestions, or ideas that you submit to Melaya regarding the Services are provided on a non-confidential basis, and you grant Melaya a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback for any purpose without compensation.
Melaya respects the intellectual property rights of others and responds to notices of alleged copyright infringement. If you believe content available through the Services infringes a copyright you own or control, you may send a notice to our copyright agent, care of Melaya Labs LLC, at [email protected]. To be effective under the U.S. Digital Millennium Copyright Act (17 U.S.C. section 512), your notice should include your physical or electronic signature, identification of the copyrighted work and of the allegedly infringing material with enough detail for us to locate it, your contact details, a statement of your good-faith belief that the use is not authorized, and a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the owner or authorized to act on the owner's behalf. We will act on valid notices, remove or disable access to the material as appropriate, and forward the notice to the affected user, who may submit a counter-notification as permitted by law.
In appropriate circumstances, and consistent with applicable law, we will disable or terminate the accounts of users who are repeat infringers. If you are located in the European Union, you may also submit notices of allegedly illegal content, including copyright infringement, through the same contact under Article 16 of Regulation (EU) 2022/2065 (the Digital Services Act); we will handle those notices in a timely, diligent, non-arbitrary, and objective manner and will inform you of our decision and the available means of redress.
11. Preview Features
From time to time Melaya may make preview, waitlist, or experimental features available. Preview features are provided "as is", may be modified or withdrawn at any time, and are not subject to any service level commitment. You use preview features at your own risk and acknowledge that they may contain defects, undocumented behavior, or security issues not present in generally available features.
12. Suspension and Termination
Melaya may suspend or terminate your access to the Services, in whole or in part, at any time, with or without notice, for any reason, including but not limited to suspected violation of these Terms, suspected unlawful activity, risk to the integrity or security of the Services, required compliance with legal process, non-payment, or discontinuation of a feature or tier. You may terminate these Terms at any time by closing your account. Upon termination, your right to access the Services ceases immediately. Sections of these Terms that by their nature should survive termination, including Sections 4, 7, 10, 13, 14, 15, 16, 17, 18, and 19, will survive.
13. Disclaimers
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MELAYA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. MELAYA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, THAT ANY DATA WILL BE ACCURATE OR RELIABLE, THAT ANY AGENT OUTPUT WILL BE CORRECT OR FIT FOR PURPOSE, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, IN WHICH CASE THOSE EXCLUSIONS DO NOT APPLY TO YOU.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MELAYA OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS, OPPORTUNITY, TRADING POSITIONS, REPUTATION, OR ANTICIPATED SAVINGS, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MELAYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WITHOUT LIMITING THE FOREGOING, MELAYA'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU ACTUALLY PAID TO MELAYA FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD 100). THESE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT THESE ALLOCATIONS OF RISK ARE A MATERIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
15. Indemnification
If you use the Services for business or professional purposes, you will defend, indemnify, and hold harmless Melaya and its affiliates, officers, directors, employees, and agents from third-party claims, damages, judgments, settlements, penalties, and reasonable legal costs arising from your User Content, devices, credentials, pipelines, Mobile Agent instructions, transactions, violation of these Terms or law, or infringement of another person's rights. We will give reasonably prompt notice, permit you to control the defense with qualified counsel, and provide reasonable cooperation at your expense; you may not settle a claim in a manner that admits fault by or imposes an obligation on an indemnified party without written consent. This Section does not apply to consumers where prohibited, to the extent a claim results from Melaya's breach, fraud, willful misconduct, or gross negligence where applicable, or to liability that cannot lawfully be shifted.
16. Governing Law, Dispute Resolution, and Class Waiver
These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Delaware is selected because it provides well-developed commercial jurisprudence, predictable enforcement of contract terms, and a mature arbitration framework recognized by enterprise counterparties worldwide.
Any dispute, controversy, or claim arising out of or relating to these Terms or the Services will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, or, where you use the Services as a consumer, under the AAA Consumer Arbitration Rules, and in each case including the AAA Supplementary Rules for Multiple Case Filings where they apply. Arbitration will be before a single arbitrator, in Wilmington, Delaware, conducted in English, and governed by the U.S. Federal Arbitration Act. The arbitrator's award will be final and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, either party may (a) bring an individual claim in a small-claims court that has jurisdiction, and (b) seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
You and Melaya agree that any dispute will be brought solely in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator has no authority to consolidate claims or preside over any form of class or representative action. If this class waiver is held to be unenforceable as to any particular claim, then that claim will be severed and proceed in court, while all other claims will proceed in arbitration.
Before commencing arbitration, you and Melaya agree to attempt to resolve the dispute informally for at least thirty (30) days after written notice of the dispute is delivered to the other party (to Melaya at [email protected]). You and Melaya each waive any right to a trial by jury. You may opt out of this agreement to arbitrate and of the class-action and jury-trial waivers by sending written notice to [email protected] within thirty (30) days of first accepting these Terms; opting out will not affect any other part of these Terms, and we will not retaliate for an opt-out.
Nothing in this Section removes any right or remedy that cannot be waived under the mandatory law of your country of residence. If you are a consumer in the European Union, the United Kingdom, or another jurisdiction that restricts pre-dispute arbitration, jury waivers, or class-action waivers, those provisions apply only to the extent permitted; you retain access to competent courts and any currently available statutory alternative-dispute-resolution process. We do not direct you to the discontinued EU Online Dispute Resolution platform.
17. Changes to the Terms
Melaya may modify these Terms at any time. Material changes will be communicated through the Services or by email at least fifteen (15) days before they take effect, except where a shorter period is necessary to comply with law or to address a security or legal risk. Your continued use of the Services after the effective date of a change constitutes your acceptance of the revised Terms.
18. Miscellaneous
These Terms, together with the Privacy Policy and any applicable order form, data processing agreement, or enterprise agreement, constitute the agreement between you and Melaya regarding the Services and supersede prior or contemporaneous communications on the same subject. An executed order form or enterprise agreement controls to the extent of an express conflict. The Security Overview describes our general security posture and is informational, not a service-level agreement, warranty, or contractual commitment, except that the Responsible Disclosure and Safe-Harbor clause in Security Overview Section 15 is adopted as a binding commitment to researchers who satisfy its terms. If a provision is invalid or unenforceable, it will be enforced to the lawful maximum and the remainder will continue. A failure to enforce is not a waiver. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, reorganization, sale of assets, or by operation of law, subject to mandatory rights. These Terms create no agency, partnership, joint venture, fiduciary, or employment relationship. Notices may be delivered through the Services, to the email associated with your account, or to the contact identified below.
Language and translations
Translations of these Terms are provided for accessibility and convenience. To the maximum extent permitted by applicable law, the English version controls if a translation conflicts with or could reasonably be interpreted differently from the English version. If mandatory local law requires terms in a local language or gives a translated version controlling effect, that mandatory law applies to the required extent. Nothing in this clause limits a non-waivable consumer right.
19. Contact
Questions about these Terms should be directed to: