Terms of Service

1. Agreement

These Terms of Service ("Terms") are a contract between Meridian Systems, Inc., a Delaware corporation ("Meridian"), and the entity that creates an account or signs an order form ("Customer"). They govern access to the Meridian platform, the agents published in it, and the documentation and support that come with it (together, the "Service").

By creating an account, signing an order form, or using the Service, Customer accepts these Terms. If you are accepting on behalf of an organisation, you confirm you have authority to bind it. Where Customer and Meridian sign a separate master agreement, that agreement controls to the extent it conflicts with these Terms.

2. The Service

Meridian provides narrow, governed AI agents for HR and finance operations, together with the Registry, Gateway, Data Fabric, Studio, and Assist components described in the documentation. Agents read the data Customer connects, propose or perform scoped actions, and route consequential actions to a human approver Customer designates.

Meridian may improve the Service continuously. We will not materially reduce the core functionality of a paid plan during a term. We give 90 days' notice before deprecating a documented API, and 30 days' notice before a change that requires action by Customer.

Availability commitments, support response times, and service credits are set out in the order form. Enterprise plans carry a 99.95% monthly uptime commitment.

3. Accounts

Customer is responsible for its workspaces, for the accuracy of the account information it provides, and for all activity under its credentials. Customer will enforce multi-factor authentication or single sign-on for every administrator, keep approver assignments current, and notify Meridian promptly at security@meridian.example if it suspects unauthorised access.

Customer may create as many user accounts as its plan permits. Accounts are for named individuals and may not be shared. Customer is responsible for the acts and omissions of its users and of any third party it authorises to access the Service, including contractors and affiliates.

4. Credits and billing

Consumption model. The Service is priced in credits. A credit is consumed when an agent completes a unit of work, as defined in the rate table published on the pricing page and restated in the order form. Idle users, dormant workspaces, and failed runs that produce no output do not consume credits.

Included credits. Each plan includes a monthly credit allowance. Unused monthly allowance does not roll over. Credit pools purchased in advance under an annual commitment roll over within the annual term and expire at its end.

Overage. Consumption above the allowance is billed monthly in arrears at the overage rate in the order form. Customer can set a hard spending cap in the workspace, at which point agents stop and notify administrators rather than continuing to consume. Meridian sends an alert at 80% and 100% of any configured cap.

Annual prepay. Annual plans are invoiced in advance and are discounted against the monthly rate. Prepaid amounts are non-refundable except as stated in Section 10.

Payment. Invoices are due 30 days from the invoice date unless the order form says otherwise. Amounts are exclusive of taxes; Customer is responsible for taxes other than those on Meridian's income. Undisputed amounts more than 15 days overdue may accrue interest at 1% per month or the maximum permitted by law, whichever is lower. Meridian will not suspend the Service for non-payment without 10 days' written notice.

Price changes. Rates are fixed for the duration of a term. Meridian may change rates for a renewal term with at least 60 days' notice before the renewal date.

5. Acceptable use

Customer will not, and will not permit anyone else to:

• use the Service to make a decision producing a legal or similarly significant effect on an individual without meaningful human review by a person Customer designates;
• upload data it has no right to process, or process special category data without the safeguards its own law requires;
• reverse engineer, decompile, or attempt to derive the weights, prompts, or source of the Service, except to the extent that restriction is unenforceable by law;
• probe, scan, or load-test the Service without written permission, or circumvent rate limits, quotas, or the approval controls;
• resell, sublicense, or provide the Service to a third party as a standalone offering, other than to affiliates named in the order form;
• use the Service to build a competing product, or to benchmark it for publication without Meridian's prior written consent;
• use the Service to generate unlawful, deceptive, harassing, or infringing content, or to impersonate a person.

Meridian may suspend a workspace immediately where continued use presents a material security risk, a risk of harm to a person, or a violation of law. We will narrow any suspension to the affected workspace and restore access as soon as the cause is resolved.

6. Intellectual property

Meridian owns the Service. Meridian and its licensors retain all right, title, and interest in the Service, including the platform, the agents Meridian publishes, the models it tunes, and the documentation. No rights are granted except the limited, non-exclusive, non-transferable right to use the Service during the term.

Customer owns its data. Customer retains all right, title, and interest in the data it connects or uploads ("Customer Data") and in the outputs agents produce from it. Meridian's rights in Customer Data are limited to what is necessary to provide the Service under these Terms and the DPA.

No training. Meridian does not use Customer Data to train, fine-tune, or evaluate models for the benefit of any other customer, and contractually requires the same of its model providers.

Feedback. If Customer sends suggestions, Meridian may use them without obligation. Feedback is not Customer Confidential Information unless Customer marks it as such.

Customer content in Studio. Agents Customer builds in Studio, and the prompts, evaluation sets, and policies it authors, belong to Customer.

7. Confidentiality

Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel and advisors with a need to know who are bound by comparable obligations.

These obligations do not apply to information that is public through no fault of the receiving party, was known to it without duty of confidence, is independently developed, or is lawfully received from a third party. A party may disclose Confidential Information where legally compelled, after giving notice where it is permitted to do so.

Obligations continue for three years after disclosure, and indefinitely for Customer Data and trade secrets.

8. Warranties and disclaimers

Each party warrants that it has the authority to enter into these Terms. Meridian warrants that the Service will perform materially as described in the documentation, that it will maintain the security measures in Annex II of the DPA, and that it will not materially decrease them during a term.

Agent outputs are probabilistic. Meridian does not warrant that an output will be accurate, complete, or fit for a particular purpose, and the Service is not legal, tax, accounting, or medical advice. Customer is responsible for the human approval step on every consequential action and for its own compliance obligations.

Except as stated in this section, the Service is provided "as is" and Meridian disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

9. Limitation of liability

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or goodwill, even if advised of the possibility.

Each party's total liability arising out of or related to these Terms is capped at the fees Customer paid or owed in the 12 months before the event giving rise to the claim.

That cap is raised to three times those fees for Meridian's breach of its confidentiality obligations or of the DPA. The cap does not apply to Customer's payment obligations, to either party's indemnification obligations, or to liability that cannot be limited by law, including fraud, wilful misconduct, and death or personal injury caused by negligence.

Indemnities. Meridian will defend Customer against a third-party claim that the Service infringes an intellectual property right, and pay damages finally awarded. Customer will defend Meridian against a third-party claim arising from Customer Data or from use of the Service in breach of Section 5. Each indemnity is conditioned on prompt notice, sole control of the defence, and reasonable cooperation.

10. Term and termination

These Terms run for the subscription term in the order form and renew for successive terms of the same length unless either party gives notice at least 30 days before the renewal date.

Either party may terminate for material breach that is not cured within 30 days of written notice, or immediately if the other becomes insolvent. If Customer terminates for Meridian's uncured material breach, Meridian refunds prepaid fees for the remainder of the term.

On termination, access ends, and Customer may export its data through the product or the API for 30 days. After that period Meridian deletes Customer Data in line with the DPA. Sections 6, 7, 8, 9, and 11 survive termination.

11. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will attempt in good faith to resolve a dispute through their respective executives for 30 days. Failing that, the state and federal courts located in Wilmington, Delaware have exclusive jurisdiction, and each party consents to that venue. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

12. General

Neither party may assign these Terms without consent, except to a successor in a merger or sale of substantially all assets, on notice. Notices go to the addresses in the order form and to legal@meridian.example, and are effective on receipt.

Meridian may name Customer in a customer list only with prior written consent. Neither party is liable for delay caused by events beyond its reasonable control. If a provision is unenforceable, it is modified to the minimum extent necessary and the rest stands. These Terms, the order form, and the DPA are the entire agreement and supersede prior discussions. A purchase order's pre-printed terms have no effect.

Meridian may update these Terms for a renewal term with 60 days' notice. Continued use after the renewal date is acceptance.

Questions: legal@meridian.example.