The following terms shall have the meanings set forth below whenever used in this Agreement:
| "Agreement" | These Terms of Service, including all schedules, addenda, and the Acceptable Use Policy, incorporated by reference. |
| "AI Output" or "Output" | Any text, summary, synthesis, report, analysis, recommendation, confidence score, citation, or other content generated by MelMat's artificial intelligence systems in response to User input. |
| "Company" / "MelMat" | Vanja Todorovic LLC, a Florida limited liability company (EIN 41-2580551) doing business as MelMat, trademark serial no. 99725992. |
| "Customer Data" | All data, text, documents, queries, prompts, or materials submitted, uploaded, or transmitted to the Platform by User or their authorized End Users. |
| "Derived Data" | Aggregated, anonymized, or de-identified statistical or operational data derived from Platform usage that does not identify User or any individual. |
| "End User" | Any individual employee, contractor, or authorized agent of User who accesses the Platform under User's account credentials. |
| "FIPA" | Florida Information Protection Act, § 501.171, Fla. Stat. |
| "Model Training Data" | Data used internally by Company or its upstream AI providers to train, fine-tune, or improve machine learning models. |
| "Platform" | The MelMat AI research synthesis software application, accessible at app.melmat.ai, including all features, APIs, integrations, and associated documentation. |
| "Professional Services User" | Any User who is a licensed attorney, CPA, financial advisor (RIA/IAR), licensed consultant subject to professional duties, or any entity that delivers regulated advisory services to third-party clients. |
| "Sensitive Data" | Personal information as defined under applicable state privacy laws, including CCPA/CPRA and Virginia CDPA, as well as attorney-client privileged communications, MNPI, PHI, and data subject to sector-specific regulation. |
| "Subscription Plan" | The billing tier (Starter, Pro, Power, or Executive) selected by User, as described on melmat.ai/pricing. |
| "User" / "you" | The business entity, law firm, financial advisory practice, consulting firm, or individual that has subscribed to the Platform and accepted this Agreement. |
Upon creation of a MelMat account, and before gaining any access to the Platform, each User and each End User will be presented with a mandatory First-Login Acceptance Screen requiring affirmative action on the following six checkboxes:
The screen additionally displays the full Agreement text, the date and version number, an "I AGREE & ENTER MELMAT" button disabled until all six boxes are checked, and a plain-English summary: "Before you proceed: MelMat uses artificial intelligence to synthesize research. AI can make mistakes. You remain fully responsible for how you use any outputs."
In compliance with the E-SIGN Act (15 U.S.C. § 7001), UETA (§ 668.50, Fla. Stat.), and best practices established in Feldman v. Google, Inc., 513 F. Supp. 2d 229 (E.D. Pa. 2007), Company shall maintain electronically stored records of each acceptance event, capturing:
- The full legal name and email address of the accepting individual
- The IP address and device fingerprint at time of acceptance
- The exact date and timestamp (UTC) of acceptance
- The version number and hash of the Agreement accepted
- A record confirming that all six checkboxes were individually checked prior to submission
These records shall be retained for a minimum of seven (7) years from the date of acceptance or for the duration of any pending legal proceedings, whichever is longer.
If Company makes material changes to this Agreement, Users will be required to complete a new acceptance event before their next login. Pre-checked boxes and passive notice are not permitted. "Material changes" include changes to: AI Output disclaimer scope, data processing practices, liability limitations, arbitration provisions, or pricing terms.
By accepting this Agreement, you represent and warrant that (a) you are at least 18 years of age; (b) you have the legal authority to bind your organization to this Agreement; and (c) your use of the Platform is lawful in your jurisdiction.
- AI Outputs are generated probabilistically and may contain factual errors, hallucinations, omissions, outdated information, misattributions, or logical inaccuracies
- Confidence scores and percentage indicators are probabilistic estimates, not guarantees of correctness
- The same query submitted at different times or under different model versions may yield materially different results
- AI Outputs are research tools only and do not constitute legal, financial, tax, investment, medical, or other regulated professional guidance
- MelMat does not verify, fact-check, or independently confirm the accuracy of AI Outputs
- Reviewing, independently verifying, and exercising professional judgment before relying on any AI Output
- Any client-facing deliverable, report, filing, or advice that incorporates AI Output
- Determining whether any AI Output is accurate, complete, current, or appropriate for User's specific purpose
- Compliance with applicable professional standards, codes of ethics, licensing requirements, or regulatory obligations
Company represents that MelMat's AI capabilities are as described in official documentation and marketing materials. Company shall not make representations about AI accuracy or capability that materially overstate the Platform's actual performance.
This Section applies to licensed attorneys, CPAs, Registered Investment Advisers, Investment Adviser Representatives, insurance professionals, licensed consultants, and any entity that uses Platform outputs in delivering services to third-party clients.
- Professional duties to clients — including competence, diligence, loyalty, independent judgment, and confidentiality — are non-delegable and cannot be satisfied by use of the Platform
- Use of AI Output does not substitute for any obligation to conduct independent research, due diligence, or verification required by applicable professional standards
- No AI Output constitutes the practice of law, the rendering of legal advice, the provision of investment advice under the Investment Advisers Act of 1940, or the provision of tax advice within the meaning of Treasury Circular 230
- Professional Services Users are solely responsible for any client harm, regulatory sanction, malpractice claim, bar complaint, or disciplinary action arising from use of AI Output in client work
MelMat's standard limitation of liability provisions (Section 15) apply with full force in the professional services context. No implied warranty or duty of care shall arise from Company's provision of AI research synthesis tools to licensed professionals.
- Apply independent professional judgment to evaluate, verify, and confirm the accuracy and appropriateness of AI Output before use
- Not present AI Output to clients as independently verified, expert-reviewed, or authoritative without completing such review
- Maintain records of AI Output used in client work, including the date, version, query, and disposition of each Output
In processing Customer Data on behalf of User, Company acts as a "service provider" or "data processor" under: CCPA/CPRA (Cal. Civ. Code § 1798.100 et seq.); VCDPA (Va. Code § 59.1-575 et seq.); Colorado Privacy Act (C.R.S. § 6-1-1301 et seq.); Texas TDPSA (Tex. Bus. & Com. Code § 541.001 et seq.); FIPA (§ 501.171, Fla. Stat.); and any other applicable state or federal privacy law. User is the "controller" or "business" with respect to Customer Data.
- Inputting privileged attorney-client communications, work product, tax advice, MNPI, or other legally protected information into the Platform may constitute a waiver of applicable privilege or protection
- Company is not a party bound by attorney-client privilege, tax advisor privilege, or financial advisor fiduciary duty with respect to User's clients
- User is solely responsible for assessing privilege implications and obtaining client consent where required
For enterprise customers and any User who submits personal data of third parties, Company will make available a standard DPA upon written request to [email protected]. Users subject to GDPR obligations should request the DPA addendum containing Standard Contractual Clauses (SCCs).
- Encryption of Customer Data in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent)
- Access controls limiting Customer Data access to authorized personnel on a need-to-know basis
- Incident response procedures consistent with FIPA's 30-day breach notification requirement (§ 501.171(3), Fla. Stat.)
- Annual security review and, upon request, SOC 2 Type II report or equivalent documentation
Customer Data is retained for the duration of User's active Subscription. Upon account termination or User's written request, Company will delete or return Customer Data within thirty (30) days, except as required to be retained by law or for pending legal proceedings.
- Protected Health Information (PHI) under HIPAA (45 C.F.R. § 160.103) without an executed Business Associate Agreement
- Payment card data subject to PCI-DSS
- Social Security Numbers, government-issued identification numbers, or financial account credentials
- Biometric data as defined under CCPA/CPRA or applicable state law
- Children's data subject to COPPA or any data relating to individuals under age 18
MelMat™, the Platform, all underlying AI models, software code, architecture, user interface elements, algorithms, APIs, and documentation are the exclusive intellectual property of Vanja Todorovic LLC (trademark serial no. 99725992). User receives a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for internal business purposes during an active Subscription.
User retains all ownership rights in Customer Data. Company acquires no ownership interest in Customer Data by virtue of this Agreement.
Subject to User's compliance with this Agreement, User owns AI Outputs generated in response to their specific queries. User acknowledges that: (a) similar Outputs may be generated for other users; (b) Company does not warrant that AI Outputs are original or non-infringing; and (c) User assumes all responsibility for assessing intellectual property concerns before using AI Outputs commercially.
- Reverse engineer, decompile, or attempt to reconstruct the AI models underlying the Platform
- Use AI Outputs to create, train, fine-tune, or improve a competing AI product
- Reproduce, distribute, or resell access to the Platform without Company's prior written consent
- Remove, alter, or obscure any copyright, trademark, or proprietary notice on the Platform
The Platform is licensed for: AI-assisted research synthesis, document summarization, competitive intelligence research, regulatory monitoring, and related internal business research purposes.
- Submit privileged attorney-client communications or confidential client data without confirming appropriate consent or authority
- Use AI Outputs as the sole basis for any regulated professional advice without independent professional review
- Represent AI Outputs to clients or third parties as independently verified or authoritative without completing such review
- Circumvent the Platform's user review or approval workflows
- Generate content that infringes third-party intellectual property rights
- Attempt to prompt-inject, jailbreak, or manipulate the AI system to circumvent safety protocols
- Harvest, scrape, or systematically extract Platform content for competitive or commercial redistribution
- Share account credentials with unauthorized individuals
- Use the Platform for any purpose that violates applicable federal, state, or local law
- Upload client files containing MNPI that could create securities law liability
- Use the Platform in a manner that violates Model Rules of Professional Conduct, FINRA/SEC regulations, or applicable ethical rules
- Represent to clients that AI research satisfies the professional standard for independent due diligence without additional verification
- User is solely responsible for determining whether their use of the Platform complies with AI laws and regulations in their operating jurisdiction(s)
- As of the Effective Date, applicable AI laws may include: California AI Transparency Act (SB 942, effective January 2026), Colorado Artificial Intelligence Act (effective February 2026), Texas AI-related consumer protection provisions, and other state AI statutes
- Company reserves the right to limit, geo-fence, or modify Platform features on a jurisdictional basis to maintain its own regulatory compliance
If material changes to applicable AI, privacy, or data security law require modification of the Platform or this Agreement, Company will use commercially reasonable efforts to implement required changes within a reasonable timeframe.
User agrees not to make any representation that MelMat's AI Outputs are more accurate, more comprehensive, or more reliable than the Platform's actual documented capabilities.
Platform access is provided on a subscription basis. Current tiers:
Billing is processed through Stripe. Subscriptions auto-renew unless cancelled before the renewal date. No refunds are provided for partial subscription periods. Company reserves the right to modify pricing with thirty (30) days' notice. Accounts past due by more than fifteen (15) days may be suspended without further notice.
Company targets 99.5% monthly uptime, excluding scheduled maintenance (48 hours' advance notice) and circumstances beyond Company's reasonable control. User's sole remedy for downtime exceeding the target is a pro-rated service credit equal to one day's subscription fee per hour of excess downtime, capped at one month's fees.
Each party agrees to hold in strict confidence all Confidential Information of the other party. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach by the receiving party; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order. Company's confidentiality obligations regarding Customer Data survive termination.
User shall defend, indemnify, and hold harmless Company from and against any third-party claims arising out of or related to: (a) User's use of the Platform in violation of this Agreement; (b) User's use of AI Output in professional or client-facing work; (c) User's breach of any representation, warranty, or obligation herein; (d) any claim by User's clients arising from professional services that incorporated AI Output; or (e) User's violation of any applicable law or regulation.
Company shall defend, indemnify, and hold harmless User from third-party claims directly arising from: (a) Company's infringement of a third party's intellectual property rights in the Platform; or (b) Company's gross negligence or willful misconduct. Subject to: User providing prompt written notice; User granting Company sole control of the defense; and User cooperating fully.
This Agreement begins on the date of User's first-login acceptance and continues for the duration of User's active Subscription. Either party may terminate upon thirty (30) days' written notice. Company may terminate immediately upon: (a) User's material breach; (b) non-payment of fees; (c) Company's good-faith determination that User's continued use poses legal, regulatory, or reputational risk. Sections 3, 4, 5, 6, 11, 12, 15, 16, 17, 18, and 19 survive termination.
Company represents and warrants that: (a) it has legal authority to enter into this Agreement; (b) the Platform does not, to Company's actual knowledge, infringe any third-party intellectual property rights; (c) Company will not misrepresent AI capabilities in marketing materials; and (d) Company will comply with applicable privacy law in processing Customer Data.
User represents and warrants that: (a) it has legal authority to enter into this Agreement; (b) all Customer Data submitted is owned by User or User has appropriate authorization; (c) User's use of the Platform will comply with applicable law; and (d) User is not subject to any legal restriction prohibiting use of AI research tools.
This Agreement is governed by the laws of the State of Florida, without regard to conflict of law principles. For any dispute not subject to arbitration under Section 18, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Hillsborough County, Florida. The CISG does not apply.
User may opt out of mandatory arbitration within thirty (30) days of first-login acceptance by sending written notice to [email protected] with the subject line "ARBITRATION OPT-OUT — [Company Name]."
Exempt from mandatory arbitration: (a) claims for injunctive or other equitable relief to prevent irreparable harm; (b) claims in small claims court; and (c) disputes arising solely from Company's collection of fees.
Before initiating formal dispute resolution, the parties agree to attempt good-faith informal resolution for thirty (30) days following written notice of the dispute to [email protected].
This Agreement, together with Company's Privacy Policy, the Data Processing Agreement (if executed), and any executed Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements regarding the Platform.
If any provision is found invalid or unenforceable, the remaining provisions continue in full force and effect.
Failure to enforce any provision does not constitute a waiver of future enforcement of that provision.
User may not assign this Agreement without Company's prior written consent. Company may assign in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Neither party is liable for delays or failures in performance resulting from causes beyond their reasonable control, including acts of God, government action, internet outages, cyberattacks, or pandemic.
All legal notices shall be sent to: Company — [email protected] or 1201 Ballard Green Place, Brandon FL 33511. User — to the email address on file.
Electronic acceptance through the click-wrap process described in Section 2 constitutes a legally valid and binding signature pursuant to the E-SIGN Act and Florida Electronic Signature Act.
Company may update its AI models, prompts, synthesis methodologies, and Platform features at any time without notice. Outputs generated under different model versions may differ materially.
| Legal / Compliance | [email protected] |
| Privacy Requests | [email protected] |
| General Support | [email protected] |
| Mailing Address | 1201 Ballard Green Place, Brandon FL 33511 |
| DPA Requests | Email [email protected] — subject: "DPA REQUEST" |
| Arbitration Opt-Out | Email [email protected] — subject: "ARBITRATION OPT-OUT" |
| Customer Portal | Manage Subscription → |
This Agreement is effective as of March 26, 2026. By completing the First-Login Acceptance process described in Section 2, User acknowledges that they have read, understood, and agreed to all terms set forth herein.