Last updated: September 25, 2026

Between Melora Connect, Inc., and the business that applies to list its services on the Melora Connect Vendor Marketplace.

Support: support@meloraconnect.com or (571) 290-2703.

1. About this Agreement and how you accept it

1.1 This Vendor Marketplace Agreement (the “Agreement”) is a contract between Melora Connect, Inc. (“Melora”, “we”, “us”) and the business that applies to list its services on the Melora Connect Vendor Marketplace (“you” or the “Vendor”).

1.2 You accept this Agreement when you tick the box on the vendor application form that reads “I agree to the Melora Connect Vendor Marketplace Agreement, including MeloraPay’s payout and transaction terms for bookings processed through the platform”, and then submit the application. You cannot submit an application without ticking that box. This Agreement is published at https://meloraconnect.com/vendor-agreement. We keep a record of your acceptance, including the date and the version of this Agreement you accepted.

1.3 The person who ticks the box confirms that they are authorised to bind the business named in the application.

1.4 Your use of Melora Connect is also governed by our Terms of Service, published at https://meloraconnect.com/terms, and our Privacy Policy, published at https://meloraconnect.com/privacy. Our Security page, Service Level Agreement and Accessibility Statement describe how we run the platform. If this Agreement and the Terms of Service conflict on a Marketplace matter, this Agreement controls.

2. Definitions

• Association: a chamber of commerce, trade association, professional society or other member organisation that uses Melora Connect, including its staff and authorised users.
• Member: a person or business that belongs to, or is a contact of, an Association.
• Marketplace: the part of Melora Connect where approved Vendors are listed and where Associations can find, enquire with, book and pay Vendors.
• Listing: your public vendor profile, including your business name, location, service categories, description, price range, website, social media handle, portfolio images and videos, packages and availability.
• Enquiry or Lead: a quote request or message that an Association sends you through the Marketplace.
• Booking: an arrangement under which an Association engages you to provide services, whether recorded in the Marketplace, agreed in a Vendor Contract, or both.
• Vendor Contract: a contract between you and an Association that is drafted, sent or signed inside Melora Connect, or agreed outside it for a Booking that started in the Marketplace.
• Plan: your Marketplace plan (Free, Growth, or Preferred Vendor), as described in Section 8.
• Commission: the percentage of Booking value payable to Melora under Section 9.
• MeloraPay: the payments feature of Melora Connect, built on Stripe Connect.
• Stripe: Stripe, Inc. and its affiliates, the payment processor behind MeloraPay.
• Association Data: any information about an Association, its staff, its events or its Members that you receive through the Marketplace, including names, email addresses, phone numbers, event details, budgets and message content.

3. Eligibility and application review

3.1 To apply you must be a lawfully operating business or self-employed professional, and the person applying must be at least 18 years old. You must not be located in a country subject to a comprehensive embargo, and neither you nor your owners may be on a government restricted-party or sanctions list.

3.2 The application asks for your name, business name, email, phone (optional), city, country, website, social media handle, how you heard about us, your main service category, a description of your services, geographic reach, price range, portfolio links or files, and any additional notes. Everything you submit must be true, current and complete.

3.3 A member of the Melora team reviews every application. We aim to review applications within 3 business days, but this is a target, not a promise. We may ask you for more information.

3.4 We decide, at our discretion, whether to approve or reject an application. If we reject it, we will tell you by email and give a reason. You may apply again later.

3.5 Approval is not an endorsement. It does not mean Melora has verified your licences, insurance, qualifications, or the quality of your services.

3.6 After approval we may pause or hide your Listing, or suspend or remove you from the Marketplace, as described in Section 19.

4. Your listing

4.1 Accuracy. You are responsible for everything in your Listing. It must be accurate, current and not misleading. This includes prices, packages, availability, service areas, credentials, awards, client names and photos. Keep it up to date, and remove anything that stops being true.

4.2 Your own work only. Portfolio images, videos and testimonials must show your own work and must be yours to publish. You must have the consent of any identifiable person shown, and any permission needed from the client or venue.

4.3 Public visibility. Your approved Listing is public. Anyone can see it, including visitors who are not signed in to Melora Connect. Approved portfolio media is served from a public address. Do not put anything in your Listing that you do not want the public to see.

4.4 Review before publishing. Photos, videos, documents and other content you add to your Listing are reviewed by the Melora team before they are published. We may decline, unpublish or ask you to change content that breaks this Agreement or that we reasonably believe is inaccurate, low quality or harmful. We may also make small formatting edits so Listings display consistently. We will not change the meaning of your content without telling you.

4.5 Your team. You can add team members (for example leads and subcontractors) to your vendor account. You are responsible for what they do on Melora Connect and for making sure they follow this Agreement.

4.6 Account security. Keep your sign-in details secure. You are responsible for activity under your account. Tell us promptly if you believe your account has been accessed without permission.

5. Licences, insurance and compliance with law

5.1 You must hold, and keep current, every licence, permit, registration and certification your services require where you perform them. Examples include business licences, food and health permits, alcohol permits and licences, and professional or trade licences.

5.2 You must carry insurance that is appropriate for your services and at least the following:

• Commercial general liability: $1,000,000 per occurrence and $2,000,000 in aggregate
• Professional liability, where you give advice or professional services (for example consultants and speakers): $1,000,000 per claim
• Liquor liability, where you serve or supply alcohol: $1,000,000 per occurrence
• Commercial auto liability, where you provide transportation: $1,000,000 combined single limit
• Workers’ compensation, where the law requires it.

5.3 Associations may ask you to upload documents to Melora Connect for a Booking, such as a certificate of insurance, a business licence, a health, food or alcohol permit, an NDA, a contract or a W-9. When you upload a document, you confirm it is genuine and current. You must replace any document that expires or stops being accurate. Melora does not verify these documents; the Association decides whether they meet its needs.

5.4 You must comply with all laws that apply to your business and your services. This includes consumer protection, advertising, anti-discrimination, employment, health and safety, food safety, accessibility, privacy, anti-spam, anti-bribery and tax laws.

6. Enquiries, leads and messages

6.1 Enquiries. Associations can send you quote requests through the Marketplace. An enquiry can include a message, an event, and a budget. Melora does not guarantee any number, size or quality of enquiries.

6.2 Responding. Respond to enquiries promptly and honestly, even if only to decline. How quickly and how often you respond may affect your placement (Section 14).

6.3 Associations reach out first. You can message an Association through Melora Connect only once a relationship exists, for example after the Association has sent you an enquiry, a Booking, a Vendor Contract, or has added you to one of its events. You cannot start unsolicited conversations with Associations through the platform.

6.4 Messages are not private from Melora. Messages between you and an Association are stored by Melora. Inside Melora Connect, a conversation can be read only by you, the Association user in it, and the Association’s staff who manage vendors. Melora staff do not read messages in the normal course of business, but a small number of engineers with database administration access can reach them when needed to investigate a report, keep the platform safe or enforce this Agreement. Do not send payment card numbers, bank details or passwords in messages.

6.5 Lead tracking. Leads move through stages such as New, Viewed, Qualified, Quoted, Negotiating, Won and Lost. Melora staff can see lead records and their status, and may add internal notes, to run and improve the Marketplace.

7. Bookings between Associations and Vendors

7.1 Melora is not a party. Melora provides the platform. The contract for your services is between you and the Association. Melora is not a party to it, is not your employer, agent or partner, and is not the Association’s agent. Melora does not supervise, direct or control your services and is not responsible for their performance, quality, safety or legality.

7.2 When a Booking binds you. An Association can record a Booking against one of its events in Melora Connect. That record helps the Association plan its event and budget. A Booking binds you only once you have agreed to it, for example by accepting a quote in writing or signing a Vendor Contract.

7.3 Vendor Contracts. You can draft and send a Vendor Contract to an Association inside Melora Connect. A Vendor Contract becomes active when both you and the Association have signed it in the app. You and the Association agree that signing in the app by an authorised, signed-in user is a valid electronic signature. Melora records who signed and when, but does not verify identity beyond the sign-in, does not review the terms and does not countersign.

7.4 Your terms. You are responsible for your own terms of service with the Association, including scope, deliverables, deposits, payment schedule, cancellation, rescheduling and refunds. You must tell the Association your cancellation and refund terms in writing before it commits to a Booking.

7.5 Default cancellation terms. If you and the Association did not agree cancellation terms in writing, these apply:

1. If the Association cancels 30 days or more before the event, you refund everything it paid, except a deposit that you told it in writing was non-refundable.
2. If the Association cancels less than 30 days before the event, you may keep payments already made to cover work done and costs you cannot recover, and you refund the rest.
3. If you cancel for any reason other than the Association’s breach or a force majeure event, you refund everything the Association paid, including any deposit, and you make reasonable efforts to help it find a replacement.

7.6 Performing the services. Deliver what you agreed, on time, with reasonable skill and care, and in line with the venue’s rules and the law. If you cannot perform, tell the Association as soon as possible.

7.7 Disputes with Associations. Disputes about a Booking are between you and the Association. Melora may, but does not have to, help you communicate. Melora does not decide disputes between you and an Association.

7.8 No going around the Marketplace. For 12 months after an Association first contacts you through the Marketplace, you agree not to steer that Association to book or pay you outside Melora Connect in order to avoid Commission. This does not apply to an Association that was already your client before it first contacted you through the Marketplace, if you can show that with reasonable records.

8. Plans and plan fees

8.1 There is no fee to apply and no onboarding fee. The Plans are:

8.2 Plans are free for now. Melora currently charges no fee for any Plan. Every Listing starts on the Free Plan. Melora reviews each vendor and assigns the Plan, and an assigned Plan’s features and Commission rate apply from the day it is assigned. You can ask for a different Plan from your vendor account at any time. Melora may review Plan pricing in the future. Before any Plan fee is introduced, we will email you the price and how to pay at least 30 days before it takes effect, and you may move to the Free Plan or leave the Marketplace before then. No Plan fee is ever charged for a period before it takes effect.

8.3 If Plan fees are introduced. Prices will be in US dollars and will not include taxes. You will pay through Stripe’s secure checkout, by card or US bank account, monthly or yearly, and a paid Plan will continue once your first payment succeeds.

8.4 Renewal. Paid Plans, once introduced, renew automatically for the same period (monthly or annual) until you cancel.

8.5 Changing Plans. You can move to the Free Plan at any time from your vendor account; a move to another Plan takes effect when Melora assigns it. The new Plan’s Commission rate applies to Bookings you agree after the change. If you are paying for a Plan, paid features end at the end of the period you have already paid for.

8.6 Refunds of Plan fees. Plan fees already paid are not refundable, except (a) where the law requires a refund, or (b) where Melora ends your participation without cause under Section 19.4 or closes the Marketplace, in which case we refund the unused part of any prepaid period.

8.7 Price changes. We may change Plan fees with at least 30 days’ notice by email. A change applies from your next billing period after the notice ends. If you do not accept it, you may cancel before it takes effect.

9. Commission

9.1 Rate. You pay Melora Commission on each Booking at the rate for your Plan when the Booking is agreed: 20% on Free, 10% on Growth, 5% on Preferred Vendor. Melora and you may agree a different rate for your account in writing; if so, that rate applies instead.

9.2 What Commission is charged on. Commission is calculated on the amount the Association pays for your services, excluding sales tax, gratuities and pass-through costs such as venue fees.

9.3 How Commission is collected. For Bookings paid through MeloraPay, Commission is deducted from the payout before it is sent to you. For Bookings paid outside MeloraPay, Melora invoices Commission each month for Bookings agreed in the previous month, payable within 30 days.

9.4 Payment processing. Payment processing fees apply to payments made to you through MeloraPay, in addition to Commission, and are deducted from the payout. The fees that apply are shown in your vendor account before you accept a Booking paid through MeloraPay.

9.5 Refunds and cancellations. If you refund an Association all or part of a Booking, Melora reduces the Commission in proportion to the amount refunded. Melora does not refund payment processing fees charged by others.

10. MeloraPay payments and payouts

10.1 Availability. MeloraPay lets Associations pay Vendors through Melora Connect. To receive MeloraPay payments you need a verified Stripe account connected to Melora Connect (Section 10.2), and MeloraPay may not be available in every country. MeloraPay pays out to Vendors with a United States bank account. If an Association pays you outside MeloraPay, or records a payment in Melora Connect for its own bookkeeping, that record does not move money, and the payment is between you and the Association.

10.2 Stripe account. To receive payments through MeloraPay you will need a Stripe account connected to Melora Connect. Stripe collects and verifies your identity, business and bank details directly. Melora does not collect or store your tax identification numbers, bank account or routing numbers, or dates of birth.

10.3 Stripe’s terms. Payment processing services for Vendors on MeloraPay are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement (together, the “Stripe Services Agreement”). By agreeing to this Agreement or continuing to use MeloraPay, you agree to be bound by the Stripe Services Agreement, as Stripe may change it from time to time. As a condition of MeloraPay enabling payment processing services through Stripe, you agree to give Melora accurate and complete information about you and your business, and you authorise Melora to share it and transaction information related to your use of the payment processing services provided by Stripe. Stripe’s terms are published at stripe.com/connect-account/legal.

10.4 Payout timing. When an Association’s payment to you through MeloraPay is completed, we initiate the payout to your bank account so that it is sent within 2 business days. A payment is “completed” when Stripe reports it as succeeded and the funds are available in your Stripe balance. For bank transfer (ACH) payments, that happens only after the transfer has cleared. “Business day” means a weekday that is not a bank holiday in the United States. When the funds reach your account after they are sent depends on your bank. Your first payout after your Stripe account is verified may take longer, as set by Stripe. The 2-business-day commitment does not apply while a hold under the next sentence applies. Stripe or Melora may delay or hold a payout where the law requires it, where Stripe asks us to, or where we reasonably suspect fraud, a pending dispute, or a breach of this Agreement. We will tell you when we hold a payout and why, unless the law does not allow us to.

10.5 Seller of record. For your services, you are the seller. Melora is not the seller, merchant of record or reseller of your services.

10.6 Refunds you give. You decide refunds under your terms and Section 7. Where the payment went through MeloraPay, refunds are made back through MeloraPay to the original payment method where possible.

10.7 Disputes and chargebacks. If an Association or its card issuer disputes a payment made to you, you are responsible for the disputed amount, any refund, and Stripe’s dispute fee, unless the dispute was caused by Melora’s error. Stripe may take these amounts from your balance or future payouts. You must give us or Stripe the evidence we ask for, such as your contract, messages and proof of delivery, within 7 days of the request.

10.8 Payment information in messages. Never ask an Association to send card or bank details in a message. All MeloraPay payments go through Stripe’s own payment pages or forms.

11. Taxes

11.1 You are responsible for determining, collecting, reporting and paying all taxes that apply to your services and your income, including sales, use, value added and income taxes.

11.2 Plan fees and Commission do not include taxes. Where the law requires Melora to charge tax on them, we will add it.

11.3 Tax information reporting for payments you receive through MeloraPay, such as IRS Form 1099-K in the United States, is handled by Stripe where the law requires it. You must give accurate tax information when asked.

12. Use of Association and member data

12.1 Association Data belongs to the Association and its Members, not to you and not to Melora. You may use Association Data only to respond to the enquiry, or to perform the Booking, that it came with.

12.2 You must not:

1. add Association Data to a mailing list or send marketing to an Association, its staff or its Members, unless that person has given you their own clear consent directly;
2. sell, rent, license, trade or give Association Data to anyone, except your own staff and subcontractors who need it for the Booking and who are bound by duties at least as strict as these;
3. scrape, crawl, bulk copy or harvest data from Melora Connect, including Listings, Association details, event pages or member directories, by any automated or manual means;
4. use Association Data to compete with Melora or to build a directory or database of Associations or Members;
5. contact Members of an Association about a Booking unless the Association asked you to.

12.3 Keep Association Data secure and confidential. Tell Melora and the Association within 48 hours if you learn that Association Data in your hands has been lost, accessed or disclosed without permission.

12.4 Delete Association Data (a) when the Association or the person it is about asks you to, and (b) in any case within 12 months after the enquiry closes or the Booking ends, unless the law requires you to keep it longer, for example for tax records. Confirm the deletion in writing if asked.

12.5 You are an independent controller of the Association Data you receive and are responsible for your own compliance with privacy law when handling it.

13. Reviews, ratings and vendor levels

13.1 Who can review. Associations can leave a star rating and written review of your services. Only an Association that has completed a Booking with you may review you. After an event, Melora may email the Association to ask for a review.

13.2 Real ratings only. Your average rating is calculated only from real reviews. If you have no reviews, your Listing shows no rating rather than a placeholder.

13.3 Replying. You can post one public reply to each review. Keep replies factual and professional, and do not disclose confidential or personal information.

13.4 Asking us to look at a review. If you believe a review is false, abusive, discloses personal information, or was not written by a genuine client, you can ask us to review it by contacting us. We will look at it and tell you our decision within 10 business days. We remove reviews that break our rules. We do not remove reviews just because they are negative.

13.5 What you must not do. Do not write reviews of yourself or your competitors, pay for or trade reviews, offer discounts or gifts for positive reviews, pressure an Association to change a review, or threaten legal action to have a truthful review removed.

13.6 Vendor levels. Melora automatically assigns Vendors a level (currently Newcomer, Rising, Established, Top Performer and Elite). Levels are recalculated regularly from factors such as completed Bookings, revenue through Melora Connect, average rating and number of reviews. Levels are informational. We may change the levels and how they are calculated.

14. Placement and badges

14.1 Where your Listing appears in search results and recommendations depends on several factors, which may include your Plan, profile completeness, responsiveness, conversion, recent activity, reviews and featured status. We may change these factors to improve the Marketplace.

14.2 Placement by Plan. Growth Listings are placed ahead of Free Listings in search results. Preferred Vendor Listings get guaranteed top 3 placement, which means:

1. Where it applies. When an Association searches or browses the Marketplace for a service category that your Listing includes, your Listing appears in one of the first three positions of that Association’s results. It applies in each category your Listing includes and to results that match the Association’s filters (for example location). It does not apply to results your Listing does not match, to curated lists an Association or Melora builds by hand, or to marketing emails.
2. Fair rotation. If more than three Preferred Vendor Listings match the same search, the first three positions rotate fairly among all of them, so each gets a comparable share of top 3 appearances over time. In that case, a single search may not show your Listing in the top 3, but you will not be placed below another Preferred Vendor Listing more often than your fair share.
3. When it stops. Guaranteed placement ends while your Listing is paused, hidden or suspended under Section 19, while your Plan fee is unpaid, and when you leave the Preferred Vendor Plan.

14.2A No other guarantee. Apart from Section 14.2, Melora does not guarantee any particular position, number of views, enquiries or Bookings.

14.3 Preferred Vendor badge. The Preferred Vendor badge is included with the Preferred Vendor Plan and is shown on your Listing across the Melora network while you are on that Plan and your Listing is active. The badge is removed when you leave the Plan or your Listing is paused, hidden or suspended. Inclusion in curated lists, featured spots and spotlight emails is separate, and is decided by the Melora team at its discretion. You must not display a Melora badge or status that you do not currently hold.

15. Intellectual property and licence to display

15.1 Your content stays yours. You keep ownership of your business name, logo, trademarks, photos, videos, descriptions and other content you provide (“Vendor Content”).

15.2 Licence to Melora. You give Melora a worldwide, non-exclusive, royalty-free licence to host, store, copy, reformat, resize, display and distribute Vendor Content, and to use your business name and logo, in order to run, display and promote the Marketplace. This includes showing your Listing to the public, in search results, in emails to Associations (such as spotlight emails), and in Melora’s marketing of the Marketplace. The licence ends when your Listing is removed, except that (a) we may keep copies in backups for a limited time, and (b) we do not have to recall marketing material already distributed.

15.3 Your promise. You confirm that you own or have permission to use all Vendor Content, and that Melora’s use of it under this Agreement will not infringe anyone’s rights.

15.4 Melora’s property. Melora owns Melora Connect, MeloraPay, the Marketplace, and all related software, designs, names and logos. You may use the Melora name and any badge we give you only as we allow, only while you hold that status, and only to say truthfully that you are listed on Melora Connect.

15.5 Feedback. If you send us suggestions, we may use them without any obligation to you.

15.6 Copyright complaints. If you believe content on the Marketplace infringes your rights, contact us at the address in Section 24.

16. Confidentiality

16.1 “Confidential Information” means non-public information one party shares with the other under this Agreement that a reasonable person would understand to be confidential. For Melora it includes non-public pricing, Commission arrangements agreed for your account, platform data and product plans. For you it includes non-public business and financial information you share with us.

16.2 Each party will use the other’s Confidential Information only to perform this Agreement, protect it with reasonable care, and share it only with people who need to know it and are bound by similar duties.

16.3 Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it, is received from someone else without a duty of confidence, or is developed independently. A party may disclose Confidential Information when the law requires, after giving the other party notice where the law allows.

16.4 Association Data is covered by Section 12 as well as this Section.

17. Data protection and security

How Melora handles your information

17.1 Melora handles personal information about you and your team as described in our Privacy Policy. Melora does not sell personal information.

17.2 Your application is seen by the Melora team so we can review it, and our sales team is notified of new applications. After approval, the fields in your Listing are public (Section 4.3). Your contact details are shared with Associations as needed for enquiries and Bookings.

17.3 We use service providers (subprocessors) that help us run Melora Connect, for example for hosting, databases, email delivery and payments, under contractual confidentiality and security obligations. The current list is in the Privacy Policy.

What Melora does to protect data

17.4 We take reasonable technical and organisational measures to protect data, described in more detail on our Security page, including:

• Access controls. Access to data in Melora Connect is controlled by account and by role, so users are meant to see only the data their role allows.
• Payment and identity details stay with Stripe. Stripe collects identity documents and bank details for connected accounts. Melora does not collect, store or transmit tax identification numbers, bank account or routing numbers, or dates of birth.
• Abuse limits. Public forms, such as the vendor application, are rate limited to reduce spam and abuse.
• Activity records. Key actions, such as application submissions and contract signatures, are recorded in audit logs.
• Encryption. Data is encrypted in transit with HTTPS and at rest by our database and storage provider.

17.5 No system is perfectly secure, and we cannot guarantee that data will never be accessed without permission.

17.6 Incidents. If we learn of a security incident that affects your personal information or your account, we will tell you without undue delay, and in any case within the time the law requires, and no later than 72 hours after confirming it. We will tell you what happened, what we are doing, and what you should do.

17.7 Reporting a vulnerability. If you find a security issue in Melora Connect, report it to security@meloraconnect.com. Please give us reasonable time to fix it before disclosing it publicly, and do not access, change or delete data that is not yours.

Your responsibilities

17.8 Protect Association Data and your account as required by Sections 4.6 and 12, using security measures appropriate to the data.

Deleting your account

17.9 You can delete your vendor account from your account settings, or ask us to close it and delete your data. We will remove your Listing promptly and delete your personal information within 30 days, except information we must keep by law (for example payment and tax records), information needed to resolve open disputes or enforce this Agreement, and copies in backups until they rotate out. Reviews about you may be kept with your business name removed.

18. Prohibited conduct

18.1 You must not:

1. give false, misleading or incomplete information in your application or Listing, or impersonate another person or business;
2. list services you are not licensed, insured or qualified to provide, or services that are illegal where performed;
3. send spam, unsolicited bulk messages, or messages to Associations you have no relationship with;
4. misuse Association Data in breach of Section 12, including scraping or harvesting data;
5. manipulate reviews, ratings, rankings or analytics, or create fake accounts, enquiries or Bookings;
6. avoid Commission in breach of Section 7.8, or misreport Booking values;
7. ask for or accept payment card or bank details through messages, or ask Associations to pay by a method designed to avoid MeloraPay’s safeguards;
8. offer bribes, kickbacks or personal gifts to Association staff to win Bookings;
9. harass, threaten, discriminate against or abuse anyone;
10. upload malware, try to access accounts or data that are not yours, test or bypass security, or overload the platform;
11. copy, reverse engineer or resell Melora Connect or any part of it, or use it to build a competing product;
12. share your account with anyone outside your business, or let anyone use it after you remove them from your team;
13. break any law or anyone else’s rights.

19. Suspension and termination

19.1 By you. You can stop participating in the Marketplace at any time by asking us to close your vendor account or remove your Listing. Paid Plans end as described in Section 8.

19.2 Pausing or hiding a Listing. We may pause or hide your Listing while we investigate a complaint, a possible breach, a lapsed document, or a payment problem. We will tell you why unless the law or an investigation prevents it, and restore the Listing once the issue is resolved.

19.3 Suspension or termination for cause. We may suspend or terminate your participation immediately, with notice, if you seriously or repeatedly breach this Agreement, act fraudulently or unlawfully, put Associations, Members or Melora at risk, or if Stripe or the law requires it. Where the breach can be fixed, we will usually give you a chance to fix it first.

19.4 Without cause. We may end your participation, or close the Marketplace, for any reason with at least 30 days’ notice by email. Section 8.6 then applies to prepaid Plan fees.

19.5 What happens at the end. Your Listing is removed from the Marketplace. You must still perform, or properly cancel under your terms, any Booking you had already agreed. Amounts owed before termination remain payable by both sides, including Commission on Bookings agreed before termination and payouts due to you for services you delivered, less any amounts you owe under Section 10.7. Sections 7.8, 9, 10.7, 11, 12, 15.3, 16, 20, 21, 22, 25 and 26 survive termination.

20. Disclaimers

20.1 The Marketplace, Melora Connect and MeloraPay are provided “as is” and “as available”, without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, to the fullest extent the law allows.

20.2 Melora does not promise that the platform will be uninterrupted, error free or secure, that defects will be corrected, or that you will receive any number of enquiries, Bookings or payments.

20.3 Melora does not vet, endorse or guarantee Associations. Melora is not responsible for an Association’s conduct, instructions, event, venue or ability to pay, or for anything you agree with an Association.

20.4 Service availability. Any availability commitment for the Marketplace is set out only in the Service Level Agreement, where it applies to your Plan. We try to give at least 48 hours’ notice of planned maintenance that we expect to cause noticeable downtime. We are not responsible for outages or failures of services we do not control, including Stripe, hosting, email and internet providers, your own equipment, or events described in Section 26.6.

21. Limitation of liability

21.1 To the fullest extent the law allows, neither party is liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, bookings, goodwill or data, arising out of or relating to this Agreement, even if told they were possible.

21.2 To the fullest extent the law allows, Melora’s total liability arising out of or relating to this Agreement is limited to the greater of (a) the Plan fees and Commission you paid Melora in the 12 months before the event giving rise to the claim, or (b) US$500.

21.3 The limits in 21.1 and 21.2 do not apply to (a) your obligations under Section 22 (Indemnity), (b) your breach of Section 12 (Association and member data), (c) amounts you owe under Sections 8, 9 and 10.7, (d) a party’s fraud, gross negligence or wilful misconduct, or (e) liability that the law does not allow to be limited.

21.4 Melora is not liable for the acts or omissions of Associations, Members, Stripe, or other Vendors, or for services you provide.

22. Indemnity

22.1 By you. You will defend Melora and its officers, employees and agents against any third-party claim, and pay the resulting losses, damages, fines, settlements and reasonable legal costs, to the extent the claim arises from:

1. your services, including injury, death, property damage, food illness or failure to perform;
2. your Vendor Content, including a claim that it infringes someone’s rights;
3. your breach of this Agreement or of the law, including Section 12;
4. your taxes;
5. a dispute between you and an Association, a Member, your staff or your subcontractors.

22.2 By Melora. Melora will defend you against any third-party claim that Melora Connect itself (not including Vendor Content, Association content or third-party services) infringes that third party’s intellectual property rights, and pay the resulting damages and reasonable legal costs finally awarded or agreed in settlement.

22.3 Process. The party seeking protection must tell the other promptly, let it control the defence and settlement (but it may not admit fault for, or impose obligations on, the protected party without consent), and give reasonable help at the other’s expense.

23. Changes to this Agreement

23.1 Minor changes, such as fixing typos, clarifying wording, or reflecting a legal requirement, take effect when we publish them with a new “Last updated” date.

23.2 Material changes, such as changes to fees, Commission, payouts, data rights or liability, take effect at least 30 days after we email you about them. If you do not agree, you may leave the Marketplace before the change takes effect. If you keep using the Marketplace after that date, you accept the change.

23.3 A change to fees or Commission never applies to a Booking agreed before the change takes effect.

24. Notices and contact

24.1 We send notices to the email address on your vendor account, or show them in Melora Connect. Keep your email address current. A notice is received when sent, unless we learn it did not arrive.

24.2 Send legal notices to Melora at legal@meloraconnect.com.

24.3 Other contacts:

• Vendor questions and support: support@meloraconnect.com or (571) 290-2703
• Privacy and data requests: privacy@meloraconnect.com
• Security reports: security@meloraconnect.com

25. Governing law and disputes

25.1 This Agreement is governed by the laws of the Commonwealth of Virginia, United States, without regard to its conflict of laws rules.

25.2 If a dispute arises, the parties will first try to resolve it in good faith. Either party can start this by sending a written notice describing the dispute. If it is not resolved within 30 days of that notice, either party may bring a claim in the state courts located in Arlington County, Virginia, or the United States District Court for the Eastern District of Virginia, and both parties consent to those courts’ jurisdiction. Either party may bring an eligible claim in small claims court instead.

25.3 Claims may be brought only on an individual basis, and not as a plaintiff or class member in a class, consolidated or representative action, to the extent the law allows.

25.4 Nothing in this Section stops either party from seeking urgent court orders to protect its intellectual property, Confidential Information or data.

26. General terms

26.1 Entire agreement. This Agreement, together with the Terms of Service and Privacy Policy, is the entire agreement between you and Melora about the Marketplace and replaces any earlier understanding about it. Marketing pages describe the Marketplace but do not add to or change this Agreement. A written agreement signed by both parties that expressly refers to this Agreement may vary it.

26.2 Severability. If a court finds any part of this Agreement unenforceable, that part is changed to the minimum extent needed to make it enforceable, and the rest stays in effect.

26.3 Assignment. You may not transfer this Agreement or your account without our written consent. Melora may transfer this Agreement to an affiliate, or to a buyer of all or most of the business or assets that run the Marketplace, with notice to you.

26.4 Relationship. You and Melora are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, franchise or joint venture relationship.

26.5 No waiver. If a party does not enforce a right, it does not give up that right.

26.6 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as natural disasters, pandemics, war, government action, labour disputes, utility or internet failures, or outages at third-party providers. This does not excuse payment obligations. The affected party will make reasonable efforts to resume performance quickly.

26.7 Electronic communications. You agree to receive this Agreement, notices and other communications electronically, and that they satisfy any requirement to be in writing.

26.8 No third-party beneficiaries. This Agreement is only for the benefit of you and Melora, except that the people protected under Section 22 may rely on it.

26.9 Language. This Agreement is written in English. If it is translated, the English version controls.