Terms and Conditions

1. Introduction and Overview

Introduction. These Standard Terms and Conditions (these “Standard Terms”) are between Meridian Tech, Inc. (“Meridian”) and the entity identified as “Customer” in the order form, checkout page, or order confirmation email referencing these Standard Terms (the “Order”). These Standard Terms, the Order, and any other terms incorporated by reference (collectively, this “Agreement”) govern Customer’s access to and use of the Meridian Technology (as defined below) and related services, unless Customer has a separate signed enterprise agreement with Meridian for such use (in which case that agreement will control). Meridian and Customer are each a “Party” and together the “Parties.” Capitalized terms used but not defined in these Standard Terms have the meanings given in the Order. By accessing or using the Meridian Technology, Customer accepts this Agreement.

Services Description. Subject to the terms and conditions of this Agreement, Meridian will provide Customer with access to Meridian’s software-as-a-service platform (accessible at https://www.trymeridian.com) that offers: (a) analytics (including sentiment analysis) on how certain third-party artificial intelligence platforms (“AI Platforms”) treat specified products, services, and brand assets; (b) tools for creating AI-generated content (as defined below); and (c) other features and functionality described in the applicable Order (collectively, the “Services”). Customer’s use of the Services may be subject to usage limits (for example, limits on the number of AI prompts or the number of AI responses that can be processed or collected) as specified in the Order.

2. Access and Use

2.1 Ordering Process; Agreement. Customer may purchase subscriptions to the Services through one or more Orders. Each Order will identify the Services subscribed to and, as applicable, the usage parameters (e.g. number of queries, data scope or limits, and subscription term length). Each Order is incorporated into and governed by this Agreement.

2.2 Access Grant. During the Term, and subject to Customer’s compliance with this Agreement, Meridian grants Customer the right to access and use the Services solely for Customer’s internal business purposes, in accordance with the applicable documentation and any limitations in the Order.

2.3 Users. “User” means any employee or contractor of Customer whom Customer authorizes to use the Meridian Technology on its behalf, using account login credentials provided by Meridian (“Log-In Credentials”). Customer will not permit anyone other than its authorized Users to access or use the Meridian Technology. Each User must keep their Log-In Credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and for all actions taken using its Users’ Log-In Credentials (except to the extent caused by Meridian’s breach of this Agreement). Customer will promptly notify Meridian if it becomes aware of any unauthorized use or compromise of any Log-In Credentials. Meridian may collect and process Log-In Credentials as needed to provide the Services and for Meridian’s legitimate business purposes (such as security and account management).

2.4 Documentation. During the Term, Meridian grants Customer a limited, non-exclusive, non-transferable (except as permitted in Section 18.1) and non-sublicensable license to internally use Meridian’s standard user guides and technical documentation for the Services that Meridian makes generally available to its customers (the “Documentation”), solely in connection with Customer’s authorized use of the Services under Section 2.2.

2.5 Restrictions. Customer shall not (and shall not permit any third party to) do any of the following with respect to the “Meridian Technology” (meaning the Services, Documentation, and any related software, technology, processes, or configurations provided by Meridian):

• (a) Distribution Prohibited: Provide access to, distribute, sell, resell, license, sublicense, or lease any Meridian Technology to any third party (other than making the Services available to authorized Users);
  
  
• (b) No Competitive Use: Use the Meridian Technology to develop or provide a competing product or service, or otherwise use the Meridian Technology to provide services to third parties (other than to Customer’s own Users);
  
  
• (c) No Reverse Engineering: Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or any non-public APIs of the Meridian Technology, except to the limited extent such restriction is prohibited by law (and then only with prior notice to Meridian);
  
  
• (d) No Derivative Works: Modify or create derivative works based on the Meridian Technology, or copy any element or feature of the Meridian Technology (except as expressly allowed in the Documentation);
  
  
• (e) Proprietary Notices: Remove or obscure any proprietary or confidentiality notices on the Meridian Technology;
  
  
• (f) Benchmarking: Publish or disclose any benchmarking or performance data about the Meridian Technology without Meridian’s prior written consent;
  
  
• (g) Interference: Interfere with or disrupt the operation of the Meridian Technology, circumvent any access or usage restrictions, or attempt to probe, scan, or test the vulnerability of the Meridian Technology or related systems without authorization;
  
  
• (h) Malicious Code: Transmit any viruses, malware, or other harmful code or materials into the Meridian Technology;
  
  
• (i) Risk of Harm: Take any action using the Meridian Technology that is unlawful, that infringes any person’s rights, or that could damage, disable, overburden, or impair the Services or any Meridian or third-party system; or
  
  
• (j) Legal Compliance: Use the Meridian Technology in violation of any applicable laws or regulations, including laws related to data privacy, data transfer, international communications, or export control.
  
  

Support. During the Term, Meridian will use commercially reasonable efforts to provide the Services in a manner that minimizes errors and interruptions. Meridian may also provide technical support to Customer’s Users for issues or questions relating to the operation of the Services.

Third-Party Platforms. The Services may support integrations or interoperation with third-party platforms, add-ons, services, or products that are not provided by Meridian (collectively, “Third-Party Platforms”), such as the Google Workspace API or other third-party services. Customer’s use of any Third-Party Platform is subject to that third party’s terms and conditions, not this Agreement. Meridian does not control and is not responsible for any Third-Party Platform, including its security, availability, or functionality, or how the Third-Party Platform or its provider uses Customer Data. If Customer enables an integration between the Services and a Third-Party Platform, Customer instructs and authorizes Meridian to exchange Customer Data with that Third-Party Platform as necessary for the integration. If an integration requires Customer to provide Meridian with credentials or access tokens for a Third-Party Platform, Customer:

• (a) will provide such credentials or access information to Meridian securely,
  
  
• (b) represents and warrants that it has the right to provide such credentials and authorize this use, and
  
  
• (c) authorizes Meridian to use and disclose the credentials as needed to enable the integration with the Third-Party Platform for Customer’s benefit.
  
  

Suspension of Service. Meridian may suspend Customer’s access to the Services (or any portion thereof) immediately and without prior notice if Meridian, in good faith, believes that:

• (a) Customer has breached Section 2.5 (Restrictions) or Section 5 (Customer Obligations);
  
  
• (b) Customer’s account is more than 30 days past due;
  
  
• (c) changes in law or regulation, or the issuance of a legal or regulatory order, require Meridian to temporarily suspend the Services (for example, to ensure compliance or avoid legal liability); or
  
  
• (d) Customer’s use of the Services poses a security risk to the Services or could adversely affect Meridian’s systems or other customers.
  
  

Where practicable, Meridian will use reasonable efforts to notify Customer of a suspension in advance (e.g., via email). Meridian will reinstate Customer’s access once the issue causing the suspension is resolved to Meridian’s reasonable satisfaction. Suspension of the Services shall not excuse Customer’s obligation to pay applicable fees.

3. Customer Obligations

Customer is responsible for the content, accuracy, and legality of all Customer Data it provides and for its Users’ use of the Services. Customer agrees to comply with all applicable laws in connection with its use of the Services. Customer represents and warrants that it has provided all necessary disclosures and obtained all necessary consents and permissions from data subjects or other third parties as required for Meridian to Process Customer Data and provide the Services as described in this Agreement. Customer’s provision of Customer Data, and Meridian’s use of it in accordance with this Agreement, will not violate any law or any rights or policies applicable to such Customer Data.

4. Fees

8.1 Fees. Customer will pay all fees specified in each Order for the Services and any related Meridian Technology (“Fees”). Unless otherwise stated in an Order, all Fees are in U.S. dollars. Fees for any renewal term will be at Meridian’s then-current standard rates, regardless of any discounted or promotional pricing in a prior term. If Customer’s payment is late, Meridian may charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by law, if lower), from the payment due date until paid. All Fees are non-refundable, except as expressly provided in Section 9.2 (Warranty Remedy) or Section 13.4 (Mitigation).

8.2 Taxes. Fees are exclusive of any sales, use, goods/service, value-added, withholding, or similar taxes or levies (“Taxes”). Customer is responsible for all Taxes arising from its purchases under this Agreement, whether domestic or foreign, except for taxes based on Meridian’s net income. Meridian may calculate and add Taxes to invoices where Meridian is legally required to collect Taxes; if Taxes are not charged by Meridian, Customer remains responsible for any applicable Taxes. Customer shall make all payments to Meridian free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Meridian will be Customer’s responsibility.

5. Data Use and IP

Data and Artificial Intelligence.

‍4.1 Use of Customer Data. “Customer Data” means any data, information, or material (including any prompts or queries submitted by Customer or its Users through the Services) that Customer or its Users provide to Meridian or upload to the Services. Customer hereby grants Meridian a non-exclusive, worldwide, royalty-free, fully-paid, non-sublicensable (except to Meridian’s contractors and service providers), and non-transferable (except under Section 18.1) license during the Term to Process (which means to use, copy, transmit, store, modify, display, and create derivative works of) Customer Data solely as necessary for the following purposes:

• (a) to provide and perform the Services and Meridian’s obligations under this Agreement;
  
• (b) to derive and generate Telemetry (defined below); or
  
• (c) to comply with applicable laws or regulations.
  

“Telemetry” means technical data and usage information collected by Meridian about how Customer and its Users use the Services (for example, usage logs, performance metrics, and learnings), which does not identify Customer, Users, or any individual as the source. Meridian may use and exploit Telemetry for its legitimate business purposes without restriction. For clarity, Meridian does not use any Customer Data (including any Prompts or AI responses submitted by Customer) to train the machine learning or artificial intelligence models that power the Services, nor does Meridian permit any AI Platform to use such Customer Data for training their models. In addition, if Customer connects the Services to any Google Workspace account via API (if this feature is offered), Meridian will not use any Customer Data obtained through that integration for AI model training.

4.2 Output. Through Customer’s use of the Services, Meridian and its service providers may process Customer Data (including AI Platform responses) using artificial intelligence, machine learning, and similar technologies. In response to Customer’s or its Users’ prompts or queries, Meridian will provide the resulting data, analyses, reports, content, and other materials back to Customer as part of the Services (collectively, “Output”). For clarity, Output does not include Generated Content (defined below). Output may include proprietary or third-party information and data. Customer may use the Output only as permitted under this Agreement and in compliance with all applicable laws.

4.3 Generated Content. The Services may also generate or provide Customer with creative content (such as copy, text, images, or other works of authorship) for marketing, promotional, or similar use (“Generated Content”). Customer is solely responsible for reviewing and determining the appropriateness of any Generated Content before using it. Meridian makes no guarantee that Generated Content will be accurate, truthful, or suitable for Customer’s needs, and Meridian will not be liable for Customer’s use of any Generated Content. Customer uses and relies on Generated Content at its own risk (see Section 9 below). Meridian reserves the right, at its discretion, to remove or delete from the Services any Customer Data or Generated Content that Meridian deems objectionable or in violation of this Agreement or applicable law.

4.4 AI Platforms. The Services may incorporate or allow Customer to access Output from certain third-party AI Platforms as specified in an Order. Customer acknowledges that Meridian may add or remove integrations with particular AI Platforms in its discretion. Meridian does not guarantee that any specific AI Platform’s functionality or output will be available through the Services at any given time.

Ownership; Feedback. Except for the rights explicitly granted in this Agreement, neither Party transfers or grants any right, title, or interest in any intellectual property or technology to the other. As between the Parties, Customer retains all rights (including intellectual property rights) in and to the Customer Data. As between the Parties, Meridian and its licensors retain all rights (including intellectual property rights) in and to the Meridian Technology, the Output (including any proprietary data underlying the Output), and any Generated Content provided.

If Customer provides Meridian with any suggestions, ideas, feedback or recommendations regarding the Meridian Technology, Output (or underlying data), Generated Content, or Meridian’s services or products (“Feedback”), Customer hereby grants Meridian a perpetual, irrevocable, royalty-free right and license to use, copy, modify, and incorporate the Feedback and to exploit the Feedback in any manner and for any purpose, without any obligation or compensation to Customer. Meridian has sole discretion as to whether or how to implement any Feedback.

6. Warranties

9.1 Limited Warranty. Meridian warrants to Customer that the Services will operate in all material respects as described in the Documentation and that Meridian will not materially decrease the overall functionality of the Services during the Term (the “Limited Warranty”). This Limited Warranty is valid for the duration of the Term (the “Warranty Period”).

9.2 Warranty Remedy. If the Services fail to meet the Limited Warranty during the Warranty Period, Customer must notify Meridian in writing of the specific warranty breach within 30 days of discovering it and provide reasonable details about the issue. Upon receiving a valid warranty claim, Meridian will use commercially reasonable efforts to correct the non-conformity. If Meridian is unable to remedy the issue within 30 days after receiving Customer’s claim, then Customer may terminate the affected Service (and, at its option, the entire Agreement, if the affected Service is essential) by written notice to Meridian, or Meridian may itself choose to terminate the affected Service. In the event of such a termination, Meridian will refund to Customer any pre-paid Fees for the unused portion of the Term for the terminated Service. The remedies in this Section 9.2 are Customer’s sole and exclusive remedy, and Meridian’s sole liability, for any breach of the Limited Warranty. The Limited Warranty does not apply to any issues or non-conformities to the extent arising from:

• (a) misuse of the Service or unauthorized modifications by Customer or its Users;
  
  
• (b) failures of or issues caused by any AI Platforms, Third-Party Platforms, or other third-party systems or services;
  
  
• (c) use of the Service not in accordance with the Documentation or outside the permitted scope of use; or
  
  
• (d) use of any Trials and Betas or other free or evaluation services (as described in Section 16).
  
  

7. Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1 ABOVE, MERIDIAN TECHNOLOGY, THE SERVICES (INCLUDING ALL OUTPUT AND GENERATED CONTENT), AND ANY SUPPORT OR PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY. MERIDIAN, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND LICENSORS, DISCLAIMS ANY AND ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MERIDIAN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DATA (INCLUDING CUSTOMER DATA) WILL BE SECURE OR NOT LOST, OR THAT MERIDIAN WILL CORRECT ALL DEFECTS. MERIDIAN IS NOT RESPONSIBLE FOR ANY ISSUES ARISING FROM THE INTERNET, ELECTRONIC COMMUNICATIONS, OR OTHER SYSTEMS OR NETWORKS OUTSIDE MERIDIAN’S CONTROL. CUSTOMER MAY HAVE CERTAIN LEGAL RIGHTS UNDER APPLICABLE LAW; HOWEVER, ANY STATUTORY WARRANTIES THAT CANNOT BE DISCLAIMED ARE, TO THE EXTENT PERMITTED BY LAW, LIMITED IN DURATION TO THE MINIMUM PERIOD ALLOWED.

Without limiting the foregoing, Customer acknowledges and agrees that:

• (a) the Services, Output, and Generated Content do not constitute legal, financial, or other professional advice, and Customer should not rely on them as such;
  
• (b) the Services may produce content or results (including Output and Generated Content) that are inaccurate or erroneous;
  
• (c) Customer is solely responsible for evaluating any Output, Generated Content, or other information obtained through the Services and for any actions it takes based on that information; and
  
• (d) due to the nature of artificial intelligence, it is possible that the Output or Generated Content provided to Customer may be identical or similar to that provided to other users of the Services (and any such identical or similar content provided to others will not be deemed Customer’s sole property or “Confidential Information” under this Agreement).
  

8. Indemnification

13.1 Indemnification by Meridian. Meridian will defend Customer (and its officers, directors, and employees) against any claim by an unaffiliated third party alleging that the Meridian Technology, when used by Customer in accordance with this Agreement, infringes or misappropriates that third party’s U.S. patent, copyright, trademark, or trade secret. Meridian will indemnify and hold harmless Customer against any damages and costs finally awarded by a court or agreed in settlement (including reasonable attorneys’ fees) that are attributable to such claim.

13.2 Indemnification by Customer. Customer will defend Meridian (and its officers, directors, and employees) against any third-party claim arising from or relating to: (a) Customer Data (including any allegation that Customer Data or Customer’s use of the Services violates or infringes the rights of a third party or violates law); (b) Customer’s use of the Output or Generated Content (including any product or content Customer creates using the Output or Generated Content); or (c) Customer’s breach of this Agreement. Customer will indemnify and hold harmless Meridian against any damages and costs finally awarded or agreed in settlement (including reasonable attorneys’ fees) resulting from such claims.

13.3 Indemnification Procedures. The obligations of each Party under this Section 13 are conditioned upon the Party seeking defense or indemnification: (a) promptly notifying the other Party in writing of the claim (provided that a failure to give prompt notice will only relieve the indemnifying Party of its obligations under this Section to the extent the delay prejudices the defense); (b) giving the indemnifying Party sole control of the defense and settlement of the claim (except that the indemnified Party’s prior written consent will be required for any settlement that requires it to admit liability, pay money, or take any action other than ceasing use of any infringing materials); and (c) providing to the indemnifying Party all reasonable cooperation and assistance at the indemnifying Party’s expense. The indemnified Party may participate in the defense with counsel of its own choosing, at its own expense.

13.4 Mitigation. In the event any portion of the Meridian Technology becomes subject to a claim of infringement or misappropriation (or Meridian reasonably believes it could become the subject of such a claim), Meridian may, at its option: (a) procure for Customer the right to continue using the affected Meridian Technology; (b) modify or replace the affected portion of the Meridian Technology to avoid the alleged infringement (while maintaining substantially similar functionality); or (c) if Meridian determines that the remedies in subparts (a) and (b) are not feasible, terminate Customer’s use of the affected Meridian Technology and refund any prepaid fees covering the remaining Term of the affected subscription.

13.5 Exceptions to Meridian’s Obligations. Meridian will have no liability or obligation under Section 13.1 or 13.4 for any claim to the extent arising from: (a) Customer’s combination of the Meridian Technology with any product, software, or equipment not supplied or authorized by Meridian (including any Third-Party Platform), if the claim would not have arisen but for such combination; (b) modifications to the Meridian Technology made by anyone other than Meridian or its authorized contractors, if the claim would not have arisen but for such modification; (c) Customer’s continued use of the Meridian Technology after Meridian has notified Customer to stop due to a third-party claim; (d) Customer’s breach of this Agreement or misuse of the Meridian Technology; or (e) Customer’s use of any Trials and Betas or other free or evaluation use of the Meridian Technology.

13.6 Exclusive Remedy. This Section 13 sets forth the exclusive liability of the indemnifying Party, and the exclusive remedy of the indemnified Party, for the types of third-party claims and losses described in this Section.

9. Limitation of Liability

12.1 Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY (NOR ANY OF ITS LICENSORS OR SUPPLIERS) WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, NOR FOR ANY LOSS OF USE, LOST BUSINESS, LOST REVENUE, LOST PROFITS, LOSS OF DATA, COST OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF THE PARTY KNEW OR WAS ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

12.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL CUMULATIVE LIABILITY (TOGETHER WITH ITS LICENSORS AND SUPPLIERS) ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO MERIDIAN UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. If no fees were paid (for example, during a free trial period), Meridian’s liability in the aggregate shall not exceed US $100.

12.3 Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Section 2.5 (Restrictions) or Section 5 (Customer Obligations); and (b) either Party’s breach of Section 14 (Confidentiality), except that claims relating to misuse or unauthorized disclosure of Customer Data shall not be deemed Excluded Claims (i.e. they will be subject to the limitations in Sections 12.1 and 12.2).

12.4 Essential Purpose. The Parties agree that the waivers and limitations in this Section 12 are fundamental elements of the Agreement and apply regardless of the form or source of a claim, whether in contract, tort (including negligence), strict liability or otherwise, and will survive and apply even if any limited remedy provided in this Agreement is found to have failed of its essential purpose.

10. Termination

10.1 Term. This Agreement begins on the effective date of the initial Order and continues for the subscription term specified in that Order (the “Initial Term”), unless earlier terminated as provided herein. Except as otherwise specified in an Order, the Agreement will automatically renew at the end of the Initial Term for successive renewal terms equal in duration to the Initial Term (each a “Renewal Term”), unless either Party gives notice of non-renewal at least 30 days before the end of the then-current term. If an Order does not specify a Renewal Term, the Agreement will terminate at the end of the Initial Term (unless renewed by written agreement). Meridian may update or amend these Standard Terms from time to time by posting the revised terms on its website at https://www.trymeridian.com/terms-and-conditions (with the effective date of the revision noted). Any such amendment will become effective for Customer 30 days after posting, unless Customer expressly accepts the amended terms earlier. If Customer renews the Services after an amendment to these Standard Terms has taken effect, the latest version of the Standard Terms will govern the renewal term.

10.2 Termination for Cause. Either Party may terminate this Agreement (including any or all Orders) upon written notice to the other Party if the other Party: (a) materially breaches this Agreement (including by failing to pay Fees when due) and fails to cure that breach within 30 days after receiving written notice describing the breach; (b) ceases its operations or otherwise becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors that is not dismissed within 60 days; or (c) is involved in a merger or acquisition that results in a direct competitor of the non-terminating Party acquiring control of the terminating Party (in which case, the competitor-controlled Party may not terminate for this reason unless it provides the other Party written notice and a reasonable opportunity to discuss alternative solutions in good faith).

10.3 Effect of Termination. Upon any expiration or termination of this Agreement: (i) Customer’s rights to access and use the Meridian Technology will immediately cease, and Meridian may disable Customer’s accounts; and (ii) Customer will promptly pay any outstanding Fees owed for Services provided through the date of termination. Except as expressly required by law, Meridian has no obligation to retain or provide any Customer Data after termination or expiration of this Agreement and may thereafter delete or destroy Customer Data in its systems or otherwise in its possession. Notwithstanding the foregoing, each Party may retain copies of the other Party’s Confidential Information (including Customer Data) in routine data backups or where required for legal or compliance purposes, provided that such information remains subject to the confidentiality obligations in Section 14.

10.4 Survival. The following provisions will survive any expiration or termination of this Agreement: Section 2.5 (Restrictions), Section 4 (Data and Artificial Intelligence), Section 5 (Customer Obligations), Section 8 (Fees and Taxes) [to the extent of any unpaid Fees or ongoing tax obligations], Section 9.3 (Disclaimers), Section 10.3 (Effect of Termination), this Section 10.4 (Survival), Section 11 (Ownership; Feedback), Section 12 (Limitations of Liability), Section 13 (Indemnification), Section 14 (Confidentiality), Section 15 (Required Disclosures), and Section 18 (General Terms). Termination of the Agreement is not an exclusive remedy and, except as otherwise provided herein, all other remedies will remain available.

11. Confidentiality

14.1 Definition of Confidential Information. “Confidential Information” means any non-public information disclosed by one Party (the “Discloser”) to the other Party (the “Recipient”) that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. All Customer Data, Prompts, and Responses are Customer’s Confidential Information. The Meridian Technology (including any non-public features or performance information about the Services), all Output, and the terms and conditions of this Agreement are Meridian’s Confidential Information. Confidential Information does not include information that the Recipient can demonstrate: (a) is or becomes generally available to the public without breach of any obligation owed to Discloser; (b) was known to the Recipient prior to its disclosure by the Discloser without any confidentiality obligation; (c) is received from a third party who, to Recipient’s knowledge, is not under any obligation of confidentiality to the Discloser; or (d) was independently developed by the Recipient without using or referencing the Discloser’s Confidential Information.

14.2 Protection of Confidential Information. As Recipient, each Party will: (i) not disclose the Discloser’s Confidential Information to any third party except as expressly permitted in this Agreement; and (ii) use the Discloser’s Confidential Information only as necessary to fulfill its obligations and exercise its rights under this Agreement. Notwithstanding the foregoing, Recipient may disclose Confidential Information to its and its affiliates’ employees, contractors, advisors, and agents who have a legitimate need to know the information for the Recipient to perform this Agreement, provided that each such recipient is bound by confidentiality obligations at least as protective as these Standard Terms and the Recipient remains responsible for their compliance. Upon Discloser’s request, the Recipient will promptly delete or return all Confidential Information of Discloser in its possession, except that Meridian (as Recipient) may retain and continue to use Customer’s Confidential Information as necessary to provide the Services for the remainder of the Term, and each Recipient may retain copies of Confidential Information in routine archival or backup systems until those copies are deleted in the ordinary course (provided such retained copies remain confidential).

14.3 Injunctive Relief. The Parties acknowledge that unauthorized use or disclosure of Confidential Information may cause harm for which monetary damages may be an insufficient remedy. Each Party therefore agrees that the other Party will have the right to seek immediate injunctive or equitable relief (in addition to any other available remedies) to enforce obligations under this Section 14 without the need to post a bond or prove actual damages.

Required Disclosures. If a Recipient is legally compelled by law, regulation, court order, or subpoena to disclose any of Discloser’s Confidential Information (including Customer Data), the Recipient may do so, provided that (to the extent legally permitted) the Recipient gives the Discloser prompt written notice of the requirement so the Discloser may seek a protective order or other appropriate remedy to prevent or limit the disclosure. The Recipient will cooperate with such efforts at the Discloser’s request and expense. If the Recipient is still required by law to disclose Confidential Information, it will disclose only the portion that is legally required and will use reasonable efforts to obtain confidential treatment for such information.

12. Governing Law

This Agreement is governed by the laws of the State of New York, USA, without regard to its conflict of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods. The Parties expressly agree that the exclusive jurisdiction for all disputes arising out of or relating to this Agreement shall be the state and federal courts located in New York County, New York, and each Party consents to personal jurisdiction in those courts and waives any objection to venue in those courts.

13. Miscellaneous

Trials and Betas. If Customer registers for or is granted access to any Meridian Technology or Service on a free, trial, beta, or evaluation basis (“Trials and Betas”), the following terms apply. Customer may use the Trial or Beta features only for internal evaluation and only during the period designated by Meridian. Either Party may terminate any Trial or Beta access at any time for any reason. Trials and Betas may be provided with limited or incomplete functionality, and Meridian is under no obligation to develop or release any improvements or updates. Any feedback or information about performance of Trials and Betas is Meridian’s Confidential Information. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, MERIDIAN OFFERS ALL TRIALS AND BETAS “AS IS” AND WITH NO WARRANTIES OR INDEMNITIES, AND MERIDIAN’S LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED US $50. Meridian has no obligation to provide support for Trials and Betas.

Publicity. Meridian may include Customer’s name and logo in lists of Meridian’s customers or promotional materials (including on Meridian’s website) to identify Customer as a user of the Services. Meridian will cease such use of Customer’s name or logo upon Customer’s written request.

Assignment. Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent, except that either Party may assign this Agreement in its entirety (together with all Orders) without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt to assign this Agreement in violation of this provision will be null and void. Subject to the foregoing, this Agreement will bind and benefit the Parties and their respective successors and permitted assigns.

Notices. Except as otherwise provided in this Agreement, all notices under this Agreement must be in writing and will be deemed given: (a) upon receipt if delivered personally or by courier; (b) upon receipt (as confirmed by signed receipt) if mailed by certified or registered mail (postage prepaid and return receipt requested); (c) one business day after being sent by a reputable overnight delivery service; or (d) for notices sent by email, upon confirmation of transmission or receipt (or, if no confirmation is available, on the next business day after the email is sent, provided no bounce-back or error message is received). Notices to Meridian must be sent to 169 Madison Ave, STE 11681, New York, NY 10016, or to any other address or email that Meridian provides in accordance with this Section. Notices to Customer may be sent to the mailing address or email address associated with Customer’s account or Order. Each Party may change its notice contact information by giving written notice to the other Party in accordance with this Section. In addition, Meridian may provide routine updates, invoices, and other day-to-day communications to Customer by email or through the Service.

Entire Agreement. This Agreement (together with all Orders and any documents incorporated by reference) constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Each Party acknowledges that in entering into this Agreement it has not relied on any representations or warranties not expressly set forth herein. The section headings in this Agreement are for convenience only and have no legal effect. The words “including” and similar terms shall be interpreted as “including, without limitation.” This Agreement may be executed in counterparts (which may be electronic PDF copies), each of which will be deemed an original, and all of which together will constitute one and the same agreement.

Amendments. Except for Meridian’s right to update these Standard Terms under Section 10.1, any amendment or modification of this Agreement must be in writing and signed or expressly agreed (electronically or otherwise) by an authorized representative of each Party. The Parties agree that any terms or conditions included in a Customer purchase order or other business form will be void and of no effect even if the document is signed or not objected to. Any such Customer document is for administrative purposes only.

Waiver and Severability. No waiver of any provision of this Agreement by either Party is effective unless set forth in a written notice signed by an authorized representative of the waiving Party. A waiver by either Party of any breach of this Agreement will not operate as a waiver of any other breach. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. If needed, the Parties will negotiate in good faith to amend this Agreement to replace the unenforceable provision with a valid provision that is as consistent as possible with the original intent.

Force Majeure. Neither Party will be liable for any delay or failure to perform its obligations under this Agreement (except for payment obligations) due to events beyond its reasonable control. Such events include, for example, acts of God, war, terrorism, civil unrest, pandemic, strikes or labor disputes, embargoes, internet or utility failures, governmental orders, or other events of a magnitude or type for which precautions are not generally taken in the industry.

Subcontractors. Meridian may use subcontractors or sub-processors to perform its obligations under this Agreement or to provide certain Services (for example, hosting providers), provided that Meridian remains responsible for the performance of such subcontractors in compliance with this Agreement.

Independent Contractors. The Parties to this Agreement are independent contractors. Nothing in this Agreement shall be construed to create a partnership, franchise, joint venture, fiduciary, or agency relationship between the Parties. Neither Party has the authority to bind or commit the other Party in any way, and neither Party will hold itself out as having any such authority.

Export Compliance. The Meridian Technology is subject to U.S. export control and economic sanctions laws. Customer represents and warrants that: (a) it is not located in, and will not use or make the Services available in, any country or region that is subject to comprehensive U.S. sanctions (currently including, for example, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), and Customer is not on any U.S. government list of prohibited or restricted parties; (b) it will not use the Meridian Technology for any purpose prohibited by U.S. export control or sanctions laws (such as the development of nuclear, chemical, or biological weapons or missile technology); and (c) it will not provide to Meridian any information that is controlled under the U.S. International Traffic in Arms Regulations (ITAR) or similar laws unless expressly agreed in writing by Meridian. Customer shall comply with all relevant export and import laws in its use of the Services.

Open Source. The Services may include or be provided with certain open source software (“OSS”) components that are licensed by third parties under separate open source license terms. To the extent required by the license for any OSS, those open source license terms (and not this Agreement) will govern Customer’s use of the OSS.

U.S. Government End Users. The software and Documentation comprising the Meridian Technology are deemed to be “commercial computer software” and “commercial computer software documentation” respectively, pursuant to DFARS 227.7202 and FAR 12.212. If the user or licensee is the U.S. Government or any agency thereof, the Meridian Technology and Documentation are licensed hereunder only as commercial items, and with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement.

Conflicts. In the event of any conflict or inconsistency between an Order and these Standard Terms, the Order will prevail (but only with respect to the specific subject matter of that Order).