Last Updated: August 6th, 2026
Here at Mellbe, our goal is to make sure our clients and we are on the same page before moving forward. When you sign up for our services, approve a proposal, submit payment, use this website, or continue using our services, you are agreeing to uphold these Terms and Conditions and are bound by any laws associated with them.
As our client, it is your responsibility to make yourself familiar with these Terms and Conditions and to remain aware of any changes or updates. If a client does not uphold these Terms and Conditions, Mellbe reserves the right to stop services immediately.
Authority to Bind the Client
If any person signs up for services, approves work, accepts a proposal, submits payment, or otherwise agrees to these Terms and Conditions on behalf of a company, organization, treatment center, or other entity, that person represents and warrants that they have full authority to bind that entity to these Terms and Conditions.
In that case, the term client includes both the individual acting on behalf of the entity and the entity itself.
Scope of Services
Mellbe provides marketing and design services, including but not limited to SEO, PPC, social media marketing, web design, graphic design, branding, content support, and related digital marketing services.
All services are provided based on the agreed scope of work, selected package, proposal, invoice, or written communication between Mellbe and the client. Any work requested outside the agreed scope may require additional fees, a revised timeline, or both.
No Exclusivity
Unless Mellbe expressly agrees otherwise in writing, nothing in these Terms and Conditions or in any related service arrangement gives the client exclusivity of any kind.
This includes, but is not limited to, exclusivity by market, service area, territory, city, specialty, business category, treatment category, keyword group, advertising channel, or other competitive area.
Mellbe reserves the right to provide services to other businesses, including businesses in the same or similar industry, market, or geographic area, unless otherwise agreed in writing.
Payments, Refunds, and Fees
Payment is automatically drafted on the first day of each month unless otherwise agreed in writing.
After the service starts, Mellbe does not issue refunds except where required by law.
If you want to cancel services, you must provide at least two weeks’ notice before the next billing cycle. We will cancel your auto-payment for the following month. If you withdraw services a few days after the first day of the month, we will complete the service for that month. Mellbe does not issue a refund once the monthly payment has been received, except where required by law.
If your auto-draft declines, the service will pause and you will be contacted for updated payment information. Once payment is collected, services will resume. Progress lost during this time will not be made up. It is your responsibility to make sure your payment information is current.
There are no hidden fees.
Some services may involve third-party costs, including but not limited to advertising spend, software subscriptions, platform fees, domain fees, hosting fees, stock assets, premium plugins, printing, payment processing fees, or other outside costs. These charges are separate from Mellbe’s service fees unless clearly stated otherwise. If advertising is part of your service, you, the client, set your desired budget and are billed separately by the applicable platform unless otherwise agreed.
Web design projects and graphic design projects require a 50% deposit upfront before work begins unless otherwise agreed in writing. Once the project is finalized and approved, the remaining balance must be paid in full before Mellbe releases final files, source files, website access, account transfers, or other final deliverables.
Projects larger than $10,000 may qualify for a different deposit structure, payment agreement, or installment plan if Mellbe agrees to those terms in writing.
Any estimate, quote, or pricing proposal provided by Mellbe is valid for 60 days unless otherwise stated in writing. After that time, pricing, scope, timing, and availability may be re-estimated and are subject to change.
For monthly services, the 30-day service period is counted from the date payment is received for that service period unless otherwise agreed in writing. If payment is received after the first day of the month, the payment date will be treated as the start date and due date for that current 30-day service period. For example, if payment is received on the fifth day of the month, the service period for that payment will be counted from the fifth day forward for 30 days. If the next payment is not received by the end of that 30-day period, Mellbe may pause the work until payment is received.
Recurring Billing Authorization
By signing up for services that include automatic monthly billing, the client authorizes Mellbe to charge the payment method on file on a recurring basis unless and until the service is canceled in accordance with these Terms and Conditions or otherwise agreed in writing.
It is the client’s responsibility to keep payment information current and to make sure the selected payment method remains valid and authorized for recurring use.
Collections, Chargebacks, and Nonpayment
If a payment becomes overdue, reversed, disputed, charged back, or otherwise unpaid, Mellbe may pause work immediately, suspend active services, delay launch, and withhold release or transfer of deliverables, source files, websites, credentials, account handoff, strategy documents, or final materials until all outstanding amounts are paid in full.
The client remains responsible for all approved charges, including any chargeback fees, bank fees, collection costs, reasonable attorneys’ fees where allowed by law, and other reasonable costs Mellbe incurs in collecting unpaid balances.
A payment dispute, chargeback, or reversal does not cancel the client’s obligation to pay for approved work already performed or costs already incurred.
Suspension of Rights for Unpaid Work
If payment is overdue, reversed, disputed, or unpaid, any right the client may have to use unpaid deliverables, designs, copy, graphics, websites, strategies, or other work created by Mellbe is automatically suspended until the full outstanding balance is paid.
Liability
Mellbe, including any associates, directors, employees, officers, subsidiaries, contractors, and suppliers, is not responsible, and cannot be held responsible, for any damages that occur as a result of services provided. These damages include, but are not limited to, information loss, interruptions to business, direct or indirect issues, loss of profits, loss of data, platform suspensions, account restrictions, delays caused by third parties, or loss of leads, rankings, traffic, sales, or business opportunities.
Mellbe cannot be held responsible for any changes made by the client or by third-party platforms to the client’s website, social media accounts, advertising accounts, analytics accounts, hosting, plugins, CRM systems, phone systems, or other connected systems. This includes content, commentary, edits, settings, code changes, tracking changes, integrations, or any action that may damage the client’s business, revenue, branding, or reputation.
The maximum liability of Mellbe is the total amount of money the client has paid to Mellbe for the specific service giving rise to the claim.
Disclaimer of Warranties
To the fullest extent permitted by law, Mellbe’s website, services, deliverables, recommendations, strategies, and materials are provided on an as-is and as-available basis without warranties of any kind, whether express or implied.
Mellbe disclaims all implied warranties to the fullest extent permitted by law, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted service, error-free operation, compatibility, availability, or expected business results.
Mellbe does not warrant that any website, platform, code, integration, campaign, form, plugin, tracking setup, third-party service, or deliverable will be uninterrupted, error-free, fully secure, or fully compatible with every browser, device, operating system, platform, or future update.
Customer Disclosure
The client is responsible for openly disclosing any previously used or current advertising campaigns, SEO work, website changes, penalties, account warnings, suspensions, prior agencies, prior contractors, prior developers, prior designers, compliance issues, or other relevant information so Mellbe can provide the best services possible.
If the client withholds information, Mellbe is not responsible for any advertising, marketing, design, or development tactics performed redundantly or for any delays, inefficiencies, or poor results caused by missing information.
Client Responsibilities
The client is responsible for providing Mellbe with all requested information, approvals, materials, and access on time. This includes, where applicable, website access, hosting access, domain access, social media access, analytics access, ad account access, CRM access, brand assets, content, photos, videos, and any other information needed to perform the service.
If the client updates or changes any login, password, recovery email, billing setting, or access permission, it is the client’s responsibility to pass the new information along to Mellbe promptly.
Delays in providing access, content, approvals, or requested information may delay the work. Mellbe is not responsible for missed deadlines, reduced performance, or incomplete work caused by client delay.
If the client chooses not to provide requested access, verification, approvals, or authentication support, Mellbe may pause the work, adjust the timeline, limit the scope, or terminate the service without liability.
Access Codes and Authentication
The client is responsible for providing Mellbe with all access credentials, verification codes, authentication codes, backup codes, approvals, and other information needed to perform the services.
Where required, Mellbe may ask the client to provide authentication or verification codes directly, or may ask the client to add Mellbe’s contact information, email address, phone number, or other approved recovery method to the client’s platforms, accounts, or service providers so Mellbe can receive the necessary codes or account notices for work-related access.
The client understands that delays in providing codes, approvals, device access, recovery access, or account permissions may delay the work. Mellbe is not responsible for delays, missed deadlines, reduced performance, or incomplete work caused by the client’s failure or refusal to provide needed access.
The client remains responsible for the security of its accounts, devices, phone numbers, email accounts, and authentication methods. Mellbe is not responsible for access issues, lockouts, or interruptions caused by the client’s security settings, third-party platform requirements, expired codes, changed recovery settings, or other account restrictions outside Mellbe’s control.
Communication and Approvals
Continued communication about campaigns, planning, design direction, branding, and approvals is encouraged and welcomed so the services provided remain in line with the client’s preferences and desired branding.
The client is responsible for reviewing work and providing approval or revision requests in a timely manner. If the client becomes unresponsive, Mellbe may pause the work until communication resumes.
Reasonable revisions may be included depending on the service and scope. Additional revisions, repeated change requests, or requests outside the original scope may require additional fees.
Once the client reviews, approves, requests publication of, or instructs Mellbe to launch any content, advertisement, design, webpage, campaign, or other material, the client accepts responsibility for the final accuracy, legality, and compliance of that approved material.
Approvals given by email, text message, messaging platform, project system, invoice approval, recorded call, portal, e-signature platform, or other written or electronic communication may be treated as valid approval.
Authorized Contacts and Reliance on Instructions
Mellbe may rely on instructions, approvals, requests, permissions, access decisions, and other communications from the client’s designated contact person or from any person Mellbe reasonably believes is authorized to act on the client’s behalf.
Mellbe is not responsible for issues, delays, extra work, or conflicting outcomes caused by inconsistent instructions, multiple decision-makers, or disagreements within the client’s organization.
Deemed Acceptance
If Mellbe delivers work to the client for review and the client does not provide written revision requests, written objections, or written notice of a specific issue within five business days, Mellbe may treat that work as accepted or approved.
This does not require Mellbe to provide additional revisions, updates, corrections, or changes without additional fees once the work is deemed accepted.
Electronic Signatures and Electronic Records
The client agrees that proposals, invoices, approvals, consents, change requests, notices, records, and agreements may be provided, signed, accepted, approved, and stored electronically.
Electronic signatures, electronic approvals, and electronic records will have the same force and effect as physical signatures and paper records to the fullest extent permitted by law.
Timelines and Delivery Dates
Any timeline, milestone, estimated completion date, launch date, delivery date, or turnaround time provided by Mellbe is an estimate only unless Mellbe expressly agrees in writing that a specific deadline is guaranteed.
Project timing may vary depending on the scope of work, the client’s responsiveness, access, approvals, content delivery, revisions, third-party platforms, technical conditions, and other factors outside Mellbe’s reasonable control.
If a proposal, scope of work, or other written agreement includes project-specific timing, that timing applies to that project only.
Project Inactivity and Abandonment
If the client becomes unresponsive, fails to provide materials, fails to provide approvals, or otherwise delays the project for an extended period, Mellbe may pause the work.
If a project remains inactive for thirty days or more, Mellbe may adjust the timeline, reschedule the work, or reprice the remaining portion of the project based on current rates and availability.
If a project remains inactive for sixty days or more, Mellbe may treat the project as abandoned, close the file, archive materials, and require a restart fee or a new agreement before resuming work.
Mellbe is not required to maintain indefinite availability, pricing, timelines, drafts, or stored project materials for inactive or abandoned projects.
Intellectual Property
The client must identify any image, design, logo, font, copy, video, trademark, testimonial, review, or other material in use that belongs to the client or to a third party. The client is responsible for making sure they have permission to use any materials they provide to Mellbe.
Mellbe is not responsible for copyright, trademark, licensing, privacy, or usage violations related to materials provided by the client.
The client grants Mellbe a limited, nonexclusive permission to use client-provided names, logos, trademarks, text, images, videos, brand assets, account content, and other materials only to the extent reasonably necessary to perform, complete, and close out the services.
Unless otherwise agreed in writing, final client-specific deliverables created by Mellbe for the client may be used by the client after full payment has been received. Mellbe retains ownership of its pre-existing materials, working files, concepts, drafts, templates, methods, processes, internal systems, internal prompts, internal frameworks, and general know-how.
No part of Mellbe’s website, service materials, proposals, strategy documents, copy, designs, graphics, concepts, systems, or other original materials may be copied, reused, adapted, distributed, sold, shared, or repurposed without Mellbe’s prior written permission, except for final client-specific deliverables that have been fully paid for and expressly released for client use.
Mellbe may display completed public work in its portfolio, marketing materials, social media, or other promotional channels. Mellbe will not intentionally display confidential, private, or unreleased client materials unless the client has approved it or the materials have already been made public.
Website Content and Use Restrictions
All content on this website, including but not limited to text, wording, copy, layouts, graphics, branding, logos, icons, images, downloads, design elements, and other materials, is owned by Mellbe or used with permission unless otherwise stated.
No content from this website may be copied, reused, republished, reproduced, distributed, modified, stored, displayed, transmitted, or used in any form, whether online or offline, for personal, commercial, training, reference, competitive, or promotional purposes, without Mellbe’s prior written permission.
Some images, graphics, icons, videos, mockups, fonts, or other visual assets used on this website or in client work may be licensed from third-party stock providers or other licensors. Those materials remain subject to the terms, restrictions, and license rights of their respective owners or licensors and may not be copied, extracted, reused, resold, sublicensed, or redistributed except as allowed under the applicable license or with separate permission from the rights holder.
Unauthorized use of Mellbe’s website content, branding, wording, design materials, or other intellectual property may result in legal action.
Confidentiality
Mellbe will not intentionally disclose the client’s nonpublic business information, nonpublic marketing information, account information, strategy information, or other confidential information except as reasonably needed to perform the services, to trusted contractors or service providers working under appropriate confidentiality obligations, or where disclosure is required by law, court order, platform request, or to protect Mellbe’s rights or safety.
The client agrees not to disclose, copy, share, sell, distribute, or misuse Mellbe’s nonpublic proposals, pricing, strategies, methods, internal processes, internal documents, internal systems, or other confidential business information without Mellbe’s prior written permission.
This section does not apply to information that is already public through no wrongful act of the receiving party, was already lawfully known, or was independently developed without use of the other party’s confidential information.
Client Warranty of Compliance
The client represents and warrants that all information, claims, testimonials, reviews, photos, videos, treatment statements, licensing statements, accreditation statements, insurance statements, admissions statements, and outcomes statements provided to Mellbe are accurate, lawful, and properly supported.
The client is solely responsible for the truthfulness and legal compliance of all client-provided materials.
Testimonials, Reviews, and Health Claims
The client is responsible for obtaining any required permissions, releases, authorizations, or consent for any testimonials, reviews, quotes, images, videos, or other third-party materials provided to Mellbe for use in marketing or design work.
The client may not ask Mellbe to create, post, buy, publish, edit, manipulate, suppress, or promote fake, misleading, deceptive, undisclosed, or unlawful reviews or testimonials.
The client may not ask Mellbe to publish unsupported treatment claims, cure claims, outcome claims, before-and-after claims, clinical claims, ranking claims, or other advertising claims that are not truthful, lawful, and properly supported.
Mellbe may refuse, remove, pause, or terminate work involving claims, testimonials, or reviews that Mellbe believes may be false, misleading, noncompliant, or otherwise risky.
Third-Party Terms and Platforms
The client understands that many services involve third-party platforms, tools, software, ad networks, carriers, domains, hosting providers, CRMs, plugins, analytics tools, social media platforms, payment processors, directory listings, and similar outside systems.
The client’s use of those third-party systems remains subject to the terms, policies, rules, limitations, billing requirements, privacy settings, and technical restrictions of those third parties.
Mellbe is not responsible for any action, suspension, restriction, billing issue, feature removal, outage, rejection, termination, policy enforcement, or other decision made by any third-party provider.
Account Ownership, Billing, and Renewals
Unless otherwise agreed in writing, the client is the owner or responsible party for its domains, hosting accounts, ad accounts, social media accounts, analytics accounts, CRM accounts, directory listings, phone systems, payment processor accounts, software subscriptions, and other third-party services used in connection with the work.
The client is responsible for all renewals, subscription payments, billing settings, payment methods, account notices, expiration dates, and account recovery details related to those services unless Mellbe expressly agrees in writing to handle a specific item.
Mellbe is not responsible for interruptions, loss of access, domain expiration, missed renewals, suspended services, disabled accounts, lost rankings, broken website functions, or other damage caused by the client’s nonpayment, missed renewal, outdated billing information, or failure to maintain its third-party accounts.
Website, SEO, PPC, and Platform Disclaimer
Mellbe cannot control search engines, ad platforms, social media platforms, hosting companies, browsers, plugin developers, AI systems, directories, maps, review platforms, or other third-party systems. Mellbe is not responsible for algorithm changes, policy changes, ad disapprovals, account bans, account suspensions, loss of rankings, loss of traffic, loss of leads, tracking issues caused by outside systems, outages, security incidents, AI summaries, review filtering, listing changes, or platform errors.
If a client or a third party makes edits to the website, ad campaigns, code, plugins, settings, conversions, tracking, integrations, or content after Mellbe has completed or launched work, Mellbe is not responsible for any resulting issues.
If the client changes service providers, developers, designers, agencies, contractors, marketers, or other vendors after or during Mellbe’s work, Mellbe is not responsible for any damage, loss, errors, outages, broken functions, tracking issues, design issues, SEO issues, account issues, security issues, or other problems caused by that new provider.
If the client hires another company or contractor at the same time to perform a different service that overlaps with, interferes with, contradicts, or conflicts with Mellbe’s work, strategy, code, design, tracking, branding, SEO, ads, content, hosting, integrations, or account settings, Mellbe is not responsible for any resulting loss, damage, delay, duplicated work, reduced performance, or conflicting outcome.
Email, SMS, and Outreach Compliance
If Mellbe performs email marketing, SMS marketing, call-based outreach, lead generation, or similar campaign work, the client is responsible for making sure contact lists, recipient data, consent records, disclosures, offer details, scripts, and campaign instructions comply with applicable law, platform rules, and carrier rules.
The client is responsible for the legality of the audience being contacted, the truthfulness of the message, the use of any contact list, and the processing of opt-outs, unsubscribes, revocations of consent, and do-not-contact requests unless otherwise expressly agreed in writing.
Mellbe may refuse, pause, edit, or terminate any outreach campaign that Mellbe believes may violate applicable law, platform rules, carrier requirements, or ethical advertising standards.
Rehab Industry and Healthcare Disclaimer
Mellbe provides marketing and design services. Mellbe is not a healthcare provider, treatment provider, medical provider, legal advisor, compliance consultant, or accreditation consultant.
The client is solely responsible for the accuracy, truthfulness, legality, and support for all treatment-related, medical, clinical, licensing, accreditation, insurance, admissions, testimonial, and outcomes claims used in its marketing, website, advertisements, and other materials.
Mellbe does not independently verify the client’s compliance with healthcare, advertising, licensing, privacy, consumer protection, insurance, telehealth, or referral laws unless expressly agreed in writing.
Patient Information and Sensitive Data
The client agrees not to send Mellbe protected health information, medical records, patient records, substance use disorder treatment records, payment card data, social security numbers, driver’s license numbers, or other highly sensitive personal information unless Mellbe specifically requests it through a secure and appropriate process.
If the services will require Mellbe to create, receive, maintain, or transmit protected health information, substance use disorder treatment records, or other regulated sensitive data, the parties must first enter into any legally required written agreement before such information is shared.
The client must not send regulated sensitive information through insecure channels unless Mellbe specifically instructs otherwise in writing and an appropriate process is in place.
If Mellbe believes that materials or access provided by the client create privacy, HIPAA, confidentiality, 42 CFR Part 2, cybersecurity, or other legal concerns, Mellbe may pause work until the issue is resolved.
To the extent permitted by law, if the client sends regulated or highly sensitive information to Mellbe without prior authorization or without the required process in place, Mellbe may decline to review it, delete it, return it, or request a secure replacement copy.
If a security issue, breach concern, unauthorized disclosure, or privacy issue is suspected, the client agrees to cooperate in good faith with Mellbe in investigating the issue and taking reasonable corrective steps.
Use of Contractors or Outside Support
Mellbe usually performs services in-house and does not normally outsource client work.
In rare cases, Mellbe may use trusted independent contractors, subcontractors, service providers, specialists, or technical support providers when reasonably necessary to complete, support, improve, maintain, or fulfill the services.
Any such party may be given limited access only to the extent reasonably necessary for the work and will remain subject to confidentiality, access limitations, and Mellbe’s internal handling requirements where applicable.
Mellbe remains the client’s primary point of contact and reserves the right to decide how services are staffed, supported, or fulfilled.
Mellbe is not required to identify internal helpers, contractors, or service providers used in the normal course of delivering services unless otherwise agreed in writing.
File Retention, Backups, and Archiving
Mellbe is not required to store project files, source files, exports, backups, emails, access records, drafts, website copies, creative files, or other materials indefinitely after completion, cancellation, termination, or abandonment of a project.
The client is responsible for keeping its own copies, exports, backups, and records of all final deliverables, website content, media, account information, and other materials important to its business.
Mellbe may delete, archive, or remove project materials after a reasonable period of time and is not responsible for loss of materials that the client did not preserve independently.
No Ongoing Duty After Completion
Unless otherwise agreed in writing, Mellbe has no ongoing duty after completion, launch, delivery, cancellation, or termination of services to monitor, maintain, update, host, back up, troubleshoot, secure, optimize, repair, or support any website, account, campaign, platform, integration, or deliverable.
Any post-launch support, maintenance, monitoring, edits, troubleshooting, consulting, or follow-up work may require a separate agreement, separate scope, or additional fees.
Accessibility and Compliance Limits
Unless expressly included in the scope of work, Mellbe is not providing legal advice, a legal compliance opinion, a formal ADA audit, a WCAG certification, or a guarantee that any website, content, or design will meet every accessibility requirement, regulation, or interpretation.
Accessibility improvements may be made as part of design or development work, but the client remains responsible for final compliance, ongoing monitoring, third-party content, plug-ins, uploads, media, PDFs, and any later edits or changes made after launch.
If the client wants a dedicated accessibility audit, remediation project, monitoring program, statement, or certification, that work must be separately agreed to in writing.
International Clients
Mellbe is based in California, United States, but may provide services to clients located in other countries.
Unless otherwise agreed in writing, all prices, fees, invoices, and payments are in United States dollars.
The client is responsible for any currency conversion costs, wire fees, intermediary bank fees, transfer fees, withholding taxes, import taxes, local taxes, duties, VAT, GST, or similar charges imposed by the client’s bank, payment provider, country, or jurisdiction, unless applicable law clearly requires otherwise.
The client is responsible for making sure its use of Mellbe’s services complies with its own local laws, regulations, licensing rules, advertising rules, and business requirements in the country or region where the client operates.
These Terms and Conditions are written in English, and the English version controls in the event of any translation issue, interpretation issue, or conflict.
Sanctions and Export Compliance
Mellbe may refuse, suspend, or terminate services where providing the services, receiving payment, transferring materials, granting access, or continuing the relationship may violate United States sanctions, export controls, trade restrictions, or similar legal requirements.
The client represents and warrants that it is not located in, organized in, ordinarily resident in, or owned or controlled by any person or entity subject to applicable United States sanctions or similar restrictions that would make the services or related payments unlawful.
The client is responsible for making sure its use of Mellbe’s services, payments, transfers, and business activities complies with applicable sanctions, export controls, and trade restrictions in all relevant jurisdictions.
Hours and Holidays
We work standard business hours, Monday through Friday, and take off national holidays. Some services, such as scheduled posts, ad delivery, website uptime, form submissions, automations, or other platform functions, may occur outside usual business hours and holidays.
No Automation or Scam Tactics
Mellbe does not use bots, fake engagement systems, scamming systems, or deceptive methods to generate followers, likes, leads, traffic, reviews, or content promotion unless a specific automation tool is disclosed as part of a legitimate service workflow. Everything is done in-house or through legitimate approved tools and service providers.
Our primary goal is to grow your business through quality work, strategy, and content. It is not our goal to gain you low-quality followers, meaningless likes, fake traffic, fake reviews, or misleading performance.
Right to Terminate
Mellbe reserves the right to terminate or refuse service without warning or explanation if asked to publish or create illegal content, adult industry content, hateful or harmful content, fraudulent content, misleading healthcare claims, deceptive reviews, discriminatory content, or content that violates platform policies or applicable law.
Mellbe also reserves the right to terminate service if the client is abusive, repeatedly unresponsive, fails to pay, refuses to provide required access or approvals, initiates improper chargebacks, or otherwise interferes with Mellbe’s ability to perform the work.
Independent Contractor Relationship
Mellbe is an independent contractor. Nothing in these Terms and Conditions or in any related service arrangement creates a partnership, joint venture, agency, employment relationship, fiduciary relationship, or other similar relationship between Mellbe and the client.
Indemnification
The client agrees to defend, indemnify, and hold harmless Mellbe and its associates, directors, employees, officers, contractors, subsidiaries, and suppliers from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to client-provided content, false or misleading claims, treatment or healthcare-related claims, reviews or testimonials, privacy violations, intellectual property violations, outreach violations, accessibility claims arising from client content or post-launch changes, regulatory violations, account misuse, or the client’s breach of these Terms and Conditions.
Prevailing Party Attorneys’ Fees and Costs
If any legal action, arbitration, proceeding, or dispute arises out of or relates to these Terms and Conditions or the services provided by Mellbe, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs, and expenses to the fullest extent permitted by law.
Notice of Claim and Opportunity to Cure
Before bringing any claim arising out of or relating to these Terms and Conditions or the services provided, the client must first give Mellbe written notice describing the issue in reasonable detail and allow Mellbe at least ten business days to review the issue and, where appropriate, attempt to cure it.
Force Majeure
Mellbe is not responsible for delays or failure to perform caused by events beyond reasonable control. This includes, but is not limited to, internet outages, software failures, hosting issues, cyberattacks, acts of God, natural disasters, labor shortages, power failures, government actions, war, civil unrest, illness, vendor failures, carrier filtering, or third-party platform outages or restrictions.
Governing Law
These Terms and Conditions are governed by the laws of the State of California, United States of America, without regard to conflict of law principles, unless applicable law requires otherwise.
Agreement to Arbitration
Any dispute, claim, disagreement, or controversy arising out of or relating to these Terms and Conditions or the services provided by Mellbe shall be resolved by binding arbitration in California before one neutral arbitrator, rather than in court, except that either party may bring an individual claim in small claims court if it qualifies.
The client agrees to resolve disputes on an individual basis only and not as part of a class action, consolidated action, or representative action to the fullest extent permitted by law.
Nothing in this section prevents either party from seeking temporary injunctive or equitable relief in a court of proper jurisdiction for intellectual property misuse, unauthorized access, confidentiality issues, or other urgent matters where immediate relief may be appropriate.
Notices
Any notice related to these Terms and Conditions may be provided by email to the most recent email address supplied by the client, unless applicable law requires another method.
No Waiver
If Mellbe does not enforce any part of these Terms and Conditions at one time, that does not waive Mellbe’s right to enforce that part or any other part later.
Assignment
The client may not assign or transfer these Terms and Conditions or any related services without Mellbe’s prior written consent.
No Oral Changes
No verbal statement, phone call, meeting, or informal conversation changes these Terms and Conditions. Any waiver, update, modification, or exception must be in writing to be valid.
Severability
If any part of these Terms and Conditions is found to be invalid or unenforceable, the remaining parts will continue in full force and effect.
Entire Agreement
These Terms and Conditions, together with any approved proposal, invoice, scope of work, or other written agreement between the parties, form the entire agreement between Mellbe and the client unless otherwise agreed in writing.
Order of Precedence
If there is any conflict between these Terms and Conditions and any signed proposal, signed scope of work, signed service agreement, invoice, or later written amendment, the documents will be read together whenever possible.
If a conflict still remains, a later signed written amendment controls over an earlier document, a signed proposal or signed scope of work controls over these Terms and Conditions for project-specific terms, the invoice controls for pricing and billing details, and these Terms and Conditions control for general legal terms unless a signed document clearly states otherwise.
Survival
Any provisions of these Terms and Conditions that by their nature should survive termination, cancellation, expiration, or completion of services will remain in effect, including but not limited to payment obligations, recurring billing obligations already incurred, collections, chargebacks, suspension of rights for unpaid work, intellectual property protections, website content restrictions, confidentiality obligations, file retention limits, indemnification, limitation of liability, dispute resolution, and governing law.
Updates to Terms and Conditions
These Terms and Conditions may be updated from time to time. Continued use of Mellbe’s website or services after an update constitutes acceptance of the revised Terms and Conditions. We recommend that you check back regularly to stay up to date.
Contact
If you have any questions or comments regarding these Terms and Conditions, please contact us.
