Terms of Service & End User License Agreement

These Terms of Service and End User License Agreement (the "Terms") are a legal agreement between MeridianOne Technologies Inc., a Delaware corporation ("Meridian," "we," "us," or "our"), and the individual who creates an account, places an online order, installs, accesses, or uses the Products or the Website ("you" or "your").

These Terms apply to self-service online purchases and to other uses of the Products that are not governed by a separate written agreement with Meridian. If you purchase or use the Products for or on behalf of a company, government agency, or other organization, you represent that you are authorized to bind that organization, and "you" includes that organization to the extent permitted by law.

Meridian offers the Products as subscription-based software licenses and subscription access rights. A Subscription gives you time-limited rights to use the applicable Local Software, Cloud Services, viewer seats, modules, Add-Ons, support entitlements, and other plan benefits during the applicable Subscription Term. These Terms do not sell or transfer ownership of the Products to you.

By accessing or using the Website, or by clicking "I agree," "Subscribe," "Pay," "Start Subscription," "Install," "Continue," or a similar button, by completing an online or in-product purchase, or by installing, accessing, or using the Products, you agree to these Terms and the Checkout Terms for your Order and acknowledge the Privacy Policy. Your access to and use of the Website is also subject to Section 27 (Website Use; Acceptable Use). If you do not agree, do not access or use the Website, and do not purchase, install, access, or use the Products.

1. DEFINITIONS

1.1 "Account" means the Meridian account, Microsoft-authenticated identity, or other account used to access or administer the Products.

1.2 "Add-On" means an additional module, feature package, usage right, enhanced analytics feature, schedule risk assessment feature, dashboard module, or other optional functionality that Meridian offers separately from a base subscription.

1.3 "Authorized User" means an individual authorized under your Order to use the Products within the applicable Usage Limits. Unless the Checkout Terms state otherwise, each seat is assigned to one named Authorized User and may not be shared.

1.4 "Beta Feature" means a feature identified as alpha, beta, preview, pilot, early access, evaluation, experimental, or similar.

1.5 "Checkout Terms" means the checkout page, online order, in-product purchase flow, order confirmation, receipt, or other electronic ordering record accepted by Meridian that identifies the Products, plan, seat type, quantity, Add-Ons, fees, taxes, Subscription Start Date, billing frequency, renewal terms, Usage Limits, and other order-specific terms.

1.6 "Cloud Services" means Meridian's hosted dashboard publishing, sharing, viewing, authentication, and related online services. Cloud Services do not include the Local Software, Microsoft products, or third-party services.

1.7 "Customer Content" means schedules, project data, files, text, comments, dashboard data, reports, and other content that you upload to, publish through, or otherwise make available to the Cloud Services or provide to Meridian for support. Customer Content does not include Operational Data.

1.8 "Documentation" means Meridian's then-current user guides, product descriptions, support pages, and technical documentation that Meridian makes generally available for a Product. Documentation does not include marketing materials or statements about future functionality.

1.9 "Local Software" means the object-code version of Meridian software installed on a device you control, including the Microsoft Project add-in and associated components. A dashboard presented through a browser on the same device as part of the local host workflow remains part of the Local Software and is not a Cloud Service.

1.10 "Operational Data" means account, entitlement, security, device, diagnostic, billing-status, usage-limit, license-administration, and technical information generated or received by Meridian in administering, operating, securing, updating, or supporting the Products. Operational Data does not include the substantive contents of your schedules or project files.

1.11 "Order" means your Checkout Terms and the Subscription, Product rights, Add-Ons, Usage Limits, or other purchases accepted by Meridian.

1.12 "Products" means the Local Software, Cloud Services, Documentation, updates, support, and related services Meridian provides or makes available under these Terms.

1.13 "Subscription" means a paid, trial, or otherwise authorized time-limited right to access and use the Products identified in the Checkout Terms or Order, including any Local Software license, Cloud Services access, viewer seat, module, feature package, Add-On, support entitlement, or Usage Limit included in the applicable plan. A Subscription may be monthly, annual, fixed-term, or another term stated in the Checkout Terms. A Subscription renews automatically only as described in the Checkout Terms and Section 11, and it does not transfer ownership of the Products.

1.14 "Subscription Term" means the initial period of a Subscription and each renewal period for that Subscription.

1.15 "Usage Limits" means the quantities and limits stated in the Checkout Terms, Product description, or Documentation, including numbers and types of seats, Authorized Users, devices, dashboards, projects, storage, modules, Add-Ons, or other measurable usage rights.

1.16 "Website" means Meridian's websites, web pages, and online marketing and informational properties. The Website does not include the Products, which these Terms otherwise govern.

2. AGREEMENT STRUCTURE; ORDERS; ELECTRONIC ACCEPTANCE

2.1 Order. Each Order is a separate Subscription, Add-On purchase, fixed-term license, or other purchase governed by these Terms and the applicable Checkout Terms. Meridian may accept an Order by confirming the Order, processing payment, issuing a receipt, provisioning Product entitlements, making a license key available, enabling access, or otherwise indicating acceptance.

2.2 Order of precedence. If documents conflict, the following order controls: (a) any special terms in the Checkout Terms that expressly modify these Terms for that Order; (b) the Checkout Terms for Product, quantity, Subscription Term, billing frequency, fees, taxes, renewal terms, cancellation method, seat type, Add-On, and Usage Limits; (c) these Terms; and (d) the Documentation.

2.3 No paper signature required. You agree that your click, electronic signature, installation, account creation, purchase, or other electronic acceptance has the same legal effect as a handwritten signature. You are responsible for all activity under your Account and for ensuring that anyone who uses your Account or device complies with these Terms.

2.4 Purchase orders and conflicting forms. Online purchases do not require a purchase order. Any terms in a purchase order, procurement portal, vendor form, email footer, acknowledgment, or similar document are rejected and have no effect unless an authorized Meridian representative signs a separate written amendment expressly accepting those terms.

2.5 No reliance on future features. Your purchase is not contingent on delivery of any future feature, roadmap item, public statement, or private statement about future development unless the applicable Checkout Terms expressly say otherwise. Meridian may develop, release, withhold, repackage, or charge separately for new or enhanced features, modules, Add-Ons, usage rights, or functionality.

3. ELIGIBILITY; ACCOUNT; MICROSOFT REQUIREMENTS

3.1 Eligibility. You must be at least 18 years old, capable of forming a binding contract, and not barred from receiving the Products under applicable law. The Products are not intended for children.

3.2 Microsoft and other third-party accounts. The Products may require Microsoft Project, Microsoft 365, Microsoft Entra ID, supported browsers, operating systems, internet access, and other third-party products or accounts. You are responsible for obtaining and maintaining all required third-party products, licenses, accounts, network access, and configurations. Meridian does not control and is not responsible for third-party products, their availability, or changes to them.

3.3 Account security. You are responsible for maintaining the confidentiality and security of your Account, Microsoft account, credentials, devices, networks, and authentication methods. You must promptly notify Meridian of suspected unauthorized access or misuse.

3.4 Accurate information. You must provide accurate account, billing, tax, subscription, and contact information and keep it current. Meridian may send notices, receipts, renewal reminders, cancellation confirmations, Product notices, and legal notices to the email address associated with your Account.

4. PRODUCT RIGHTS

4.1 Local Software license. During the applicable Subscription Term and subject to these Terms, Meridian grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Local Software, in object-code form only, on devices you control or are authorized to use, solely for your own internal scheduling, project-analysis, dashboard, reporting, and decision-support purposes and within the applicable Usage Limits. This is a subscription-based software license, not a sale or perpetual license, unless the Checkout Terms expressly state otherwise. You may make a reasonable number of backup copies solely for disaster recovery if all proprietary notices remain intact.

4.2 Cloud Services access. If your Order includes Cloud Services, Meridian grants you a limited, non-exclusive, non-transferable, non-sublicensable subscription access right during the Subscription Term to access and use the Cloud Services solely for your own permitted internal purposes and within the Usage Limits. Cloud Services access exists only during the applicable active Subscription Term. Cloud Services may include publishing permitted Customer Content to Meridian-hosted dashboards and allowing authorized viewer access to those published dashboards.

4.3 Seat types and Add-Ons. The rights associated with each seat type, module, Add-On, feature package, or license category are those stated in the Checkout Terms, Product description, or Documentation. You receive rights only to the Products, seat types, modules, Add-Ons, quantities, and Usage Limits that you ordered and paid for. Unless the Checkout Terms state otherwise, a seat permits one named Authorized User to use only the Product functionality enabled for that seat and any purchased Add-Ons assigned to that user.

4.4 Named users; no sharing. Seats are assigned to named individuals and may not be shared, pooled, or used concurrently by multiple people. You may reassign a seat only when an Authorized User changes roles, no longer needs access, leaves, or is unavailable for an extended period. You may not routinely rotate seats to avoid purchasing the appropriate number of seats. Credentials may not be shared.

4.5 Documentation. During the Subscription Term, you may use a reasonable number of copies of the Documentation in connection with your permitted use of the Products.

4.6 License verification. Meridian may use reasonable license-administration, entitlement, and account controls to verify compliance with Usage Limits and purchased rights. If you exceed Usage Limits or use unpurchased functionality, Meridian may require you to purchase the additional subscriptions, seats, modules, Add-Ons, or other entitlements needed for continued use and pay applicable fees for the period of excess or unlicensed use.

5. RESTRICTIONS AND USER RESPONSIBILITIES

Except to the extent a restriction is prohibited by applicable law, you will not, and will not permit anyone else to:

• copy, modify, translate, or create derivative works of a Product, except for permitted backup copies;
• reverse engineer, decompile, disassemble, or otherwise attempt to discover source code, non-public APIs, algorithms, models, rules, methods, templates, or underlying structure of a Product;
• sell, resell, rent, lease, sublicense, distribute, outsource, time-share, or make a Product available as a standalone service bureau, managed service, or hosted service for another person;
• remove or obscure proprietary notices;
• bypass or defeat access, license, usage, payment, or security controls;
• use access to a Product or Meridian confidential information to develop, train, improve, or benchmark a competing product or service or to copy non-public user interfaces, features, workflows, methods, templates, or Product behavior;
• conduct penetration testing, vulnerability scanning, scraping, load testing, or security testing of Cloud Services without Meridian's prior written approval;
• upload malicious code, interfere with the integrity or performance of a Product, or attempt unauthorized access to a Product or related system;
• use a Product in violation of law, these Terms, the Documentation, third-party rights, export controls, sanctions, or applicable Product restrictions;
• use the Products to make safety-critical decisions or as a substitute for professional judgment, independent schedule review, project-controls review, legal advice, engineering advice, claims analysis, or other professional advice; or
• misrepresent your identity, authority, age, location, subscription status, or entitlement to use the Products.

You are responsible for the legality, accuracy, quality, and integrity of Customer Content and for obtaining all rights, consents, notices, and permissions needed for Meridian to process Customer Content and Operational Data as permitted by these Terms.

6. LOCAL PROCESSING; CLOUD SERVICES; CUSTOMER CONTENT

6.1 Customer Content ownership. As between you and Meridian, you own Customer Content. You grant Meridian and its service providers a non-exclusive, worldwide right to host, copy, transmit, display, access, and otherwise process Customer Content only as needed to provide, secure, maintain, troubleshoot, support, and improve the reliability of the Products; follow your instructions; prevent or address technical, fraud, abuse, or security issues; enforce these Terms; and comply with law.

6.2 Local workflow. The Local Software is designed to process schedule content on your device and does not require you to publish schedule content to Cloud Services. A Local Software-only subscription does not include cloud hosting, cloud dashboard publishing, viewer access, a dedicated instance, or Cloud Services unless the Checkout Terms expressly state otherwise. The Products may require periodic internet connectivity and may transmit Operational Data for authentication, license administration, updates, billing status, security, diagnostics, and support. Customer Content is transmitted to Meridian only if you use cloud publishing, submit support files or communications, or otherwise direct that content to Meridian or the Cloud Services.

6.3 Cloud architecture. If your Order includes Cloud Services, those Cloud Services may be provided in a multi-tenant environment and hosted using Microsoft Azure and other commercially reasonable third-party service providers unless Meridian expressly agrees otherwise in separate signed terms. Cloud Services do not include a dedicated instance, single-tenant environment, customer-hosted deployment, local-only deployment, government cloud environment, FedRAMP-authorized environment, or authorization to submit Restricted Data.

6.4 Security. Meridian will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the Products and the types of Customer Content permitted under these Terms, designed to protect Customer Content in the Cloud Services against unauthorized access, use, alteration, or disclosure. You acknowledge that no method of transmission or storage is completely secure and Meridian does not guarantee absolute security.

6.5 Security incidents. Meridian will notify you without undue delay after determining that unauthorized access to, acquisition, use, or disclosure of Customer Content or personal information relating to your Account in Meridian's or a service provider's possession or control has occurred. Meridian will take reasonable steps to contain, investigate, and remediate the incident and will provide information reasonably available to Meridian that you need to meet applicable notification duties. Unsuccessful attempts or activities that do not compromise Customer Content or personal information, such as scans, pings, denial-of-service attempts, or failed login attempts, are not security incidents for purposes of this Section.

6.6 Export and deletion. You should retain your original schedule files and other source materials. During the Subscription Term, you may retrieve Customer Content through functionality Meridian makes available. For 30 days after expiration or termination of the applicable Cloud Services subscription, Meridian will, on your written request, make Customer Content then retained in the Cloud Services available through existing export functionality or another commercially reasonable method. After that period, Meridian may delete Customer Content except for copies retained in routine backups or as required by law. Backup copies remain protected under these Terms and are deleted or overwritten in the ordinary course.

6.7 Operational Data. Meridian may process Operational Data as reasonably necessary to administer, operate, secure, support, and improve the reliability of the Products; manage accounts, billing, entitlements, subscriptions, and license keys; detect fraud or abuse; comply with law; and enforce these Terms. Meridian will not sell Customer Content or use Customer Content to train or improve an artificial-intelligence or machine-learning model without your prior consent.

7. PRIVACY; BUSINESS DATA PROCESSING TERMS

Your use of the Products is also subject to Meridian's Privacy Policy, located at meridianone.app/privacy. The Privacy Policy explains how Meridian collects, uses, discloses, and protects personal information in connection with the Products, websites, accounts, billing, support, and communications.

If you provide personal data in Customer Content to the Cloud Services for or on behalf of a company, government agency, or other organization, so that you act as a controller or as a processor for another controller, the Data Processing Terms in Section 26 apply to that processing and appoint Meridian as your processor and, under U.S. state privacy laws, your service provider or contractor. The Data Processing Terms do not apply to your use as an individual Consumer for personal, family, or household purposes. If you require a separate negotiated data processing agreement, security addendum, or data-residency commitments beyond Section 26, contact Meridian.

8. RESTRICTED DATA; GOVERNMENT AND REGULATED DATA

8.1 Restricted Data. "Restricted Data" means: (a) classified information; (b) Controlled Unclassified Information (CUI); (c) Federal Contract Information as defined in FAR 52.204-21; (d) Covered Defense Information as defined in DFARS 252.204-7012; (e) technical data controlled under the International Traffic in Arms Regulations (ITAR); (f) technology, source code, or software subject to the Export Administration Regulations (EAR) for which access by Meridian or its service providers would require a license or other authorization; (g) protected health information subject to HIPAA; (h) payment-card account data or PCI-regulated cardholder data; (i) information subject to government security, residency, access, cloud-certification, or procurement requirements Meridian has not expressly agreed in signed terms to satisfy; and (j) other specially regulated data requiring safeguards Meridian has not expressly agreed in signed terms to provide.

8.2 Classified information. You must not use any Product with classified information or upload, transmit, submit, publish, or otherwise permit Meridian or its service providers to access classified information under any circumstances.

8.3 No Restricted Data in Cloud Services or support. Self-service accounts and purchases, Cloud Services, and support submissions are not authorized for Restricted Data. Unless Meridian signs a separate Restricted Data Addendum or other signed terms expressly identifying the permitted data and required safeguards, you must not upload to Cloud Services, transmit to Meridian, include in a support submission, publish through a dashboard, or otherwise permit Meridian or its service providers to access Restricted Data.

8.4 Local use at your risk. Except for classified information, you may use the Local Software with Restricted Data solely within your own environment only if you independently determine that doing so is lawful and compliant and you configure your use to prevent transmission of Restricted Data to Meridian, Cloud Services, support, telemetry, or any other external destination. Meridian does not inspect or classify your content and makes no representation that the Local Software, your environment, or your configuration satisfies any government or regulated-data requirement.

8.5 Commercial services only. The Products and Cloud Services are commercial services. Unless Meridian signs separate terms stating otherwise, they are not FedRAMP authorized, are not offered as a government cloud environment, and are not represented to satisfy CMMC, DFARS 252.204-7012, ITAR, HIPAA, PCI DSS, or similar requirements. Meridian may suspend affected processing and take reasonable steps to isolate, return, or delete data if Meridian reasonably believes Restricted Data has been provided in violation of this Section.

9. OUTPUTS; PROJECT DECISIONS; NO PROFESSIONAL ADVICE

The Products provide analytical, scheduling, dashboard, reporting, and decision-support tools. Product metrics, thresholds, analyses, reports, dashboards, alerts, critical-path views, driving-path views, risk indicators, and other outputs depend on Customer Content, source files, schedule logic, configuration choices, assumptions, selected thresholds, selected industries, rules available in the Product, and user inputs.

Outputs are not an audit, certification, legal opinion, professional engineering opinion, project-controls determination, scheduling opinion, delay analysis, entitlement determination, claims opinion, safety opinion, or guarantee that a schedule or project complies with a contract, regulation, industry standard, customer requirement, or program objective. You are solely responsible for independently reviewing and validating outputs and for any project, program, operational, contractual, regulatory, safety, financial, resource-allocation, schedule, delay, extension-of-time, claim, procurement, or business decision you make, including any decision to revise, accelerate, delay, rebaseline, or otherwise change a project or program.

Meridian does not make, approve, or control your decisions, schedules, claims, projects, program outcomes, or business outcomes. Meridian is not responsible for decisions, actions, omissions, costs, losses, delays, missed milestones, disputes, or other outcomes arising from your use of or reliance on outputs.

10. FEES; PAYMENT; TAXES; SUBSCRIPTIONS

10.1 Fees. You will pay the fees stated in the Checkout Terms. Fees are based on the subscriptions, Products, seats, modules, Add-Ons, and Usage Limits ordered, not actual use. Fees are in U.S. dollars unless the Checkout Terms state otherwise.

10.2 Prepaid monthly and annual plans. Meridian may offer monthly and annual Subscription options. Unless the Checkout Terms state otherwise, Subscriptions are prepaid, fees are due at checkout before access or license entitlements are provided, monthly Subscriptions are billed monthly in advance, and annual Subscriptions are billed annually in advance. Annual plans may be offered at a discount compared to monthly plans. If an annual price is advertised as a monthly equivalent, the Checkout Terms will also state the total annual amount charged today. Any discount applies only as stated in the Checkout Terms and may end at renewal or after the stated promotional period.

10.3 Payment authorization. By providing a payment method and completing an Order, you authorize Meridian and its payment processor to charge that payment method for amounts due for the selected subscription, Add-Ons, taxes, renewal charges, plan changes, and other purchases you authorize. Amounts charged through a website, in-Product, or online checkout flow are due at checkout and may be charged automatically to the payment method you provide.

10.4 Taxes. Fees exclude sales, use, value-added, goods-and-services, withholding, and similar taxes unless the Checkout Terms state otherwise. You are responsible for taxes arising from your purchases, other than taxes based on Meridian's net income, property, or employees. Meridian or its payment processor may calculate and collect applicable taxes.

10.5 Failed payments. If a payment method is declined, expired, unavailable, or otherwise fails, Meridian may retry the charge, ask you to update your payment method, suspend or disable Product access, withhold license keys or entitlements, or terminate the affected Order. You remain responsible for amounts due.

10.6 Add-Ons and plan changes. You may add subscriptions, seats, modules, Add-Ons, or other entitlements through a Meridian-approved web or in-Product ordering flow or another method accepted by Meridian. Unless the Checkout Terms state otherwise, added entitlements are priced at then-current rates, charged in advance, prorated if Meridian chooses, and renew or expire with the related subscription. You may reduce quantities, remove Add-Ons, downgrade, or switch billing frequency only as made available in your Account or as Meridian otherwise approves, and changes may take effect only at the start of the next Renewal Term.

11. AUTOMATIC RENEWAL; CANCELLATION; REFUNDS

11.1 Automatic renewal. Unless the Checkout Terms state that a Subscription does not renew, your Subscription automatically renews at the end of each Subscription Term. A monthly Subscription renews monthly. An annual Subscription renews annually. By completing your Order, you authorize Meridian and its payment processor to charge your payment method at the start of each Renewal Term for the then-applicable fees, taxes, and charges unless you cancel before the renewal date.

11.2 Checkout disclosure controls. Before Meridian collects your billing information or completes an automatically renewing subscription purchase, Meridian will clearly and conspicuously present, in the checkout flow and in visual proximity to the request for your consent to the subscription, the plan, billing frequency, price charged today, taxes or tax calculation method, renewal frequency, renewal price or how it will be calculated, cancellation method, refund terms, and any trial, annual-discount, promotional-price, or introductory-price terms. Meridian will provide an order confirmation or receipt capable of being retained that includes the automatic-renewal terms, cancellation policy, and information about how to cancel. Meridian may retain records of your affirmative consent to the subscription, automatic-renewal terms, electronic communications, and applicable versions of these Terms and the Privacy Policy. If the Checkout Terms state a different renewal period, price, discount, trial, cancellation deadline, or refund rule for your Order, the Checkout Terms control for that Order, subject to non-waivable law.

11.3 Renewal notices and price changes. Meridian may change subscription fees for a future Renewal Term by giving notice before the change takes effect as required by law or as stated in the Checkout Terms. If you do not agree to a changed fee, you must cancel before the renewal or change effective date. Where required by applicable law, before an increase in subscription fees takes effect Meridian will give you clear and conspicuous advance notice, within the time and by the method required by law (for example, between 5 and 30 days before the change and through the manner you selected), and will either obtain your affirmative consent to the increased fee or allow you to cancel within at least 14 days after the first charge at the increased fee and receive a pro-rata refund of the increase for the unused portion of the then-current Subscription Term. Meridian will provide renewal reminders, annual reminders, promotional-price-expiration notices, fee-change notices, and material-change notices where required by law, and may provide additional notices by email, Account notice, in-Product notice, or other permitted method.

11.4 How to cancel. You may cancel automatic renewal online through your Account at meridianone.app/account or by contacting Meridian at support@meridianone.app. If you subscribed online, Meridian will make an online cancellation method available, such as a direct account link or other legally permitted online cancellation method. Cancellation will be at least as easy to use as, and available through the same medium as, the method you used to subscribe or to consent, and will be effective without undue delay to stop future renewals. Meridian will not require you to complete additional or more burdensome steps than enrollment, contact a live agent or chatbot, or navigate retention offers or other measures designed to obstruct, delay, or discourage cancellation. Meridian may require you to authenticate, but only in a manner that does not obstruct or unreasonably delay cancellation. Cancellation stops future recurring charges but does not, by itself, refund or terminate the current prepaid Subscription Term.

11.5 Effect of cancellation. Unless the Checkout Terms or applicable law state otherwise, cancellation takes effect at the end of the current prepaid Subscription Term, and you may continue to access the paid Products until that time. After the Subscription Term ends, Meridian may disable access and license entitlements.

11.6 Refunds. Except where required by law or expressly stated in the Checkout Terms or a separate refund policy, fees are non-refundable and payment obligations are non-cancelable. Meridian may provide credits or refunds at its discretion, but doing so once does not require Meridian to do so again.

11.7 Trials and promotions. If Meridian offers a free trial, discounted introductory period, promotional price, or similar offer, the Checkout Terms will describe the offer and what happens when it ends. Unless the Checkout Terms state otherwise, if you provide a payment method for a trial or promotion, your subscription will begin and your payment method will be charged when the trial or promotional period ends unless you cancel before that time. For any free trial, free-to-paid conversion, or introductory offer for which you provide a payment method, Meridian will, before you enroll, clearly and conspicuously disclose the price that will be charged when the trial or introductory period ends and the date that charge will occur, and, where required by applicable law, will send you a reminder before the first charge and provide a method to cancel before you are charged that is at least as easy as the method used to enroll.

12. ELECTRONIC COMMUNICATIONS CONSENT

12.1 Consent. You consent to receive electronic records and communications from Meridian, including these Terms, Checkout Terms, receipts, invoices, renewal reminders, cancellation confirmations, Product notices, support communications, security notices, privacy notices, legal notices, arbitration notices, and other records relating to your Account, Orders, subscriptions, or use of the Products.

12.2 Scope. Your consent applies to all electronic records and communications relating to your relationship with Meridian unless you withdraw consent as described below. Meridian may provide electronic records by email, account notice, in-Product notice, posting on its website, download link, or other electronic method.

12.3 Hardware and software requirements. To access and retain electronic records, you need a device with internet access, a current web browser, an active email account, software capable of opening PDF or HTML records, and sufficient storage or printer access to retain copies. By consenting, you confirm that you can access and retain electronic records in these formats.

12.4 Paper copies; withdrawal. You may request a paper copy of an electronic record or withdraw your consent to electronic records by contacting legal@meridianone.app. Meridian may charge a reasonable fee for paper copies if permitted by law and disclosed before the fee is charged. Withdrawal of consent will not affect the legal effectiveness of electronic records already provided. Because the Products are provided online, withdrawal may prevent Meridian from providing Products, maintaining your Account, or continuing your subscription.

12.5 Contact information. You must keep your email address and contact information current. Meridian is not responsible for your failure to receive notices if you do not maintain accurate contact information or if your email service filters, blocks, or rejects messages.

13. SUPPORT; NO PROFESSIONAL SERVICES

13.1 Support. During each paid Subscription Term, Meridian will use commercially reasonable efforts to provide support for the Products through the support channels Meridian makes available, such as support@meridianone.app, or in-Product support. Support is limited to assistance with Product functionality. Support does not include, and Meridian does not provide, any service-level commitment, uptime guarantee, response-time commitment, service credit, or similar remedy for subscriptions under these Terms unless Meridian expressly states otherwise in separate written terms for the applicable Order.

13.2 Exclusions. Support does not include implementation, training, schedule building, project-controls consulting, managed services, custom development, professional services, legal advice, engineering advice, claims support, delay analysis, schedule correction, project management, or other services. Meridian support does not include creating, reviewing, correcting, or managing your schedules, projects, claims, or program decisions.

14. UPDATES; PRODUCT CHANGES; BETA FEATURES; THIRD-PARTY COMPONENTS

14.1 Updates. During a paid Subscription Term, Meridian may provide patches, bug fixes, updates, or new versions. You must install supported updates within a reasonable period, particularly security updates. Meridian may end support for an older version after reasonable notice if a supported replacement is available to you at no additional subscription fee during the then-current Subscription Term.

14.2 Product changes. Meridian may modify the Products from time to time. Meridian will not materially reduce the core functionality of a paid Product identified in the Documentation during the then-current Subscription Term except where reasonably necessary to address security, legal, third-party platform, or technical requirements. Meridian may introduce, package, repackage, or offer new or enhanced features, modules, Add-Ons, or functionality for separate fees, separate Usage Limits, separate ordering, or additional terms.

14.3 Discontinuation. If Meridian permanently discontinues a paid Product during a Subscription Term without providing a substantially equivalent replacement, you may terminate the affected Product and receive a prorated refund of prepaid fees for the unused period of the affected Subscription Term.

14.4 Beta Features. Beta Features are provided for evaluation and testing, not for production-critical, safety-critical, regulated, claims, schedule-certification, or other high-risk decisions. They may be free or paid, may be changed or discontinued at any time, may not be fully supported, may produce incomplete or inaccurate outputs, and may be subject to additional terms, Usage Limits, or ordering requirements. Beta Features are provided "as is" and "as available" and are excluded from warranties, service commitments, and indemnities to the maximum extent permitted by law unless the Checkout Terms expressly state otherwise.

14.5 Third-party and open-source components. The Products may include third-party or open-source components subject to separate license notices or terms. Those terms govern your use of the applicable component to the extent required by its licensor but do not expand your rights in the remainder of the Products. Meridian will provide notices required to accompany those components.

14.6 Marketplace and app-store terms. If you obtain, install, or update the Products through a third-party marketplace or app store (each, a "Marketplace"), your acquisition and use of the Products may also be subject to the Marketplace's terms, and you are responsible for complying with them. As between Meridian and the Marketplace, Meridian, not the Marketplace, is responsible for the Products and for any support, maintenance, warranties, and product claims, except as the Marketplace's own terms provide. The Marketplace is not a party to these Terms. To the extent a Marketplace's terms require that it receive rights or protections (for example, as a third-party beneficiary or with respect to your compliance with its usage rules), those requirements apply, but they do not expand your rights in the Products beyond these Terms.

15. INTELLECTUAL PROPERTY; OUTPUTS; FEEDBACK

15.1 Meridian Technology. Meridian and its licensors own all right, title, and interest in and to the Products, Documentation, designs, interfaces, algorithms, methods, know-how, templates, software, and all improvements, modifications, and derivative works of them (collectively, "Meridian Technology"). Except for the limited rights expressly granted in these Terms, Meridian reserves all rights in Meridian Technology. No rights are granted by implication, estoppel, or otherwise.

15.2 Customer Content. You retain all right, title, and interest in Customer Content. No ownership of Customer Content transfers to Meridian.

15.3 Reports and outputs. Subject to these Terms, you may use, reproduce, modify, and distribute reports, dashboards, images, exports, and other outputs generated by the Products from Customer Content for your own internal or professional purposes, including sharing them with your clients, advisers, employer, or contracting partners if you have the right to do so and if the sharing does not violate these Terms. You do not acquire ownership of Meridian Technology embedded in or used to generate an output, and you may not extract or reuse Meridian templates, rules, methods, interfaces, or Product elements apart from the output itself.

15.4 Feedback. If you voluntarily provide ideas, suggestions, or feedback about a Product, you grant Meridian a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate the feedback into Meridian products and services without restriction or compensation. Meridian will not publicly identify you as the source without consent. This right does not include Customer Content.

16. CONFIDENTIALITY AND PUBLICITY

16.1 Non-public Product information. You may receive non-public information about the Products, including Beta Features, pricing, roadmap information, security information, support communications, or other information that Meridian identifies as confidential or that a reasonable person would understand to be confidential. You may use that information only to use the Products as permitted by these Terms, and you may not disclose it to any third party except to your professional advisers who need to know it and are bound by confidentiality duties, as required by law, or with Meridian's written consent. These obligations do not apply to information you can show is public through no breach by you, was lawfully known to you without confidentiality duty, was lawfully received from a third party without confidentiality duty, or was independently developed without use of Meridian's confidential information. If law requires disclosure, you must give Meridian prompt notice when legally permitted and disclose only the portion required.

16.2 Customer Content and support materials. Customer Content is handled under Sections 6 and 7 and Meridian's Privacy Policy. Meridian will not use or disclose Customer Content except as permitted by these Terms, Meridian's Privacy Policy, or applicable law. Meridian may disclose Customer Content to service providers and professional advisers who need to know it for permitted purposes and are subject to appropriate confidentiality or professional duties.

16.3 Your name and marks. Meridian will not use your name, logo, or trademarks in public marketing without your consent. Meridian may identify you in internal business records, account records, billing records, and as required by law.

17. WARRANTIES AND DISCLAIMERS

17.1 Authority. You represent that you have the legal capacity and authority to enter into these Terms and to use the Products as you use them.

17.2 Limited product warranty. During the applicable paid Subscription Term, Meridian warrants that the paid Local Software and Cloud Services will materially conform to the applicable Documentation when used in accordance with these Terms. This warranty does not apply to issues caused by Customer Content, your systems or configuration, third-party products, unauthorized changes, misuse, unsupported versions, Beta Features, internet or utility failures, or use outside the Documentation.

17.3 Warranty remedy. You must notify Meridian of a warranty claim with reasonable detail. Meridian will use commercially reasonable efforts to correct the nonconformity or provide a reasonable workaround. If Meridian cannot do so within a reasonable period, Meridian may terminate the affected Product and refund prepaid fees for the unused portion of the affected Subscription Term. To the maximum extent permitted by law, this Section states your exclusive remedy and Meridian's entire liability for breach of the limited product warranty.

17.4 Disclaimer. Except for the express warranties and commitments in these Terms or as required by applicable law, the Products, Beta Features, Documentation, support, services, and outputs are provided "as is" and "as available." To the maximum extent permitted by law, Meridian disclaims all implied and statutory warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, quiet enjoyment, and any warranty arising from course of dealing or usage of trade. Meridian does not warrant that a Product will be uninterrupted, error-free, secure, compatible with all systems, or that all defects will be corrected, or that outputs will be complete, accurate, or sufficient for your project, program, contractual, regulatory, or business objectives. Where an implied or statutory warranty cannot be excluded but may be limited under applicable law, it is limited to the duration of the express warranty in Section 17.2.

17.5 Non-waivable rights. Some jurisdictions do not allow limitations on certain warranties or consumer rights. Nothing in these Terms limits any non-waivable rights you may have under applicable law.

18. INDEMNITY; THIRD-PARTY IP CLAIMS

18.1 Your indemnity. To the maximum extent permitted by law, you will defend, indemnify, and hold harmless Meridian, its affiliates, and their officers, directors, employees, contractors, and agents from and against any third-party claim, demand, action, proceeding, or governmental inquiry, and resulting damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from or relating to: (a) Customer Content; (b) your unlawful, unauthorized, or prohibited use of the Products; (c) your violation of Section 5, Section 8, or Section 20; (d) your infringement, misappropriation, or violation of another person's intellectual-property, privacy, publicity, confidentiality, or other rights; or (e) your use of the Products on behalf of an organization without authority. This indemnity does not apply to the extent the matter is caused by Meridian's breach of these Terms, negligence, gross negligence, willful misconduct, or violation of law.

18.2 Indemnity procedure. Meridian will provide prompt notice of any claim for which it seeks indemnity, but a delay in notice excuses your obligations only to the extent the delay materially prejudices the defense. Meridian will provide reasonable cooperation at your expense. You may not settle a claim in a way that imposes non-monetary obligations on Meridian, admits fault by Meridian, or does not fully release Meridian without Meridian's written consent.

18.3 IP mitigation. If Meridian reasonably believes a Product may infringe a third-party intellectual-property right, Meridian may, at its option: (a) obtain the right for you to continue using it; (b) modify or replace it so it is non-infringing without materially reducing its functionality; or (c) terminate the affected Product and refund prepaid fees for the unused portion of the Subscription Term. Meridian has no obligation for claims arising from Customer Content, third-party products, modifications not made by Meridian, use contrary to these Terms or Documentation, continued use after Meridian provides a non-infringing replacement or instructs you to stop, Beta Features, or your failure to install an update that would have avoided the claim.

19. LIMITATION OF LIABILITY

19.1 Excluded damages. To the maximum extent permitted by law, Meridian will not be liable arising out of or related to these Terms, the Products, support, services, or outputs for any indirect, incidental, special, exemplary, consequential, or punitive damages; loss of profits, revenue, goodwill, business opportunity, or anticipated savings; business interruption; loss or corruption of data; project delay; missed milestone; claims exposure; procurement loss; cost of substitute products or services; or other similar damages, even if Meridian was advised of the possibility of those damages.

19.2 Liability cap. To the maximum extent permitted by law, Meridian's total aggregate liability arising out of or related to these Terms, the Products, support, services, or outputs will not exceed the amounts you paid to Meridian for the affected Product during the 12 months immediately before the first event giving rise to liability or, if you paid no amounts, US $100.

19.3 Exceptions. The limitations in this Section do not limit liability for Meridian's fraud, willful misconduct, gross negligence, Meridian's obligation to provide cancellation rights, refunds, or credits expressly required by these Terms or applicable law, either party's right to seek injunctive or equitable relief under Section 22.4, or liability that applicable law does not permit Meridian to limit. The limitations apply to all theories of liability, including contract, tort, strict liability, negligence, statute, and otherwise, and apply even if a limited remedy fails of its essential purpose.

20. EXPORT CONTROLS AND SANCTIONS

You must comply with United States and other applicable export-control and sanctions laws. You must not permit access to a Product by a prohibited person or from an embargoed or comprehensively sanctioned jurisdiction, or use a Product for a prohibited end use. You represent that you are not prohibited from receiving the Products. You are responsible for obtaining any required authorization for Customer Content and your activities.

21. TERM; SUSPENSION; TERMINATION

21.1 Term. These Terms begin when you first accept them, create an Account, install, access, or use a Product, or complete an Order, and continue while you have an Account, active Order, or access to the Products.

21.2 Termination by you. You may stop using the Products at any time. Stopping use does not automatically cancel a subscription or entitle you to a refund. To stop future recurring charges, you must cancel automatic renewal as described in Section 11.

21.3 Suspension. Meridian may suspend access to an affected Product or Account to the minimum extent reasonably necessary if: (a) your use poses a material security, integrity, legal, or operational risk to the Product, Meridian, or another person; (b) you use a Product unlawfully or in material breach of these Terms; (c) suspension is required by law or a third-party platform provider; (d) payment is overdue, declined, reversed, charged back, or suspected to be fraudulent; or (e) Meridian reasonably believes Restricted Data has been provided in violation of these Terms. When practicable, Meridian will give notice and an opportunity to cure. Fees continue during a suspension caused by your act, omission, breach, or nonpayment.

21.4 Termination by Meridian. Meridian may terminate an affected Order, Product, or Account if you materially breach these Terms and do not cure the breach within 10 days after notice, or immediately if the breach cannot reasonably be cured or creates a material security, legal, or integrity risk. Meridian may also terminate inactive free accounts, discontinued Products, or access required to be terminated by law or a third-party provider.

21.5 Effect of expiration or termination. On expiration or termination of an Order or Product, your rights for the affected Product end, and Meridian may disable related access, license keys, and entitlements. You must stop using and uninstall the affected Local Software and destroy copies, except that you may retain reports and outputs as permitted by Section 15.3. You remain responsible for all accrued fees and charges. Sections that by their nature should survive will survive, including Sections 5, 6.1, 6.6, 7, 8, 9, 11.6, 12, 15, 16, 17.4, 18, 19, 20, 21.5, 22, 23, 26, and 27.

22. DISPUTE RESOLUTION; BINDING INDIVIDUAL ARBITRATION; CLASS WAIVER

Please read this Section carefully. It requires most disputes to be resolved by binding individual arbitration rather than in court, and it limits the ways you and Meridian can seek relief from each other. The consumer-specific rights, remedies, protections, fee provisions, procedures, and standards in these Terms (including the JAMS Consumer Arbitration Minimum Standards and the consumer arbitration-fee and consumer hearing-location provisions in this Section, and any other provision that by its terms applies to a "consumer" or a "consumer dispute") apply only if and to the extent you are a Consumer. A "Consumer" is an individual who acquires or uses the Products solely for personal, family, or household purposes, and you are not a Consumer to the extent you purchase or use the Products for or on behalf of a company, government agency, or other organization or for business or professional purposes. If you are not a Consumer, those consumer-specific provisions do not apply to you, and the general provisions of these Terms and the arbitration administrator's applicable non-consumer rules govern instead. Nothing in this paragraph limits any non-waivable right you may have under applicable law.

22.1 Informal resolution. Before starting arbitration or a court proceeding, you and Meridian will try to resolve the dispute informally. A party must send a written notice describing the dispute, requested relief, and contact information. Notices to Meridian must be sent to legal@meridianone.app. Meridian may send notices to the email address associated with your Account. The parties will attempt in good faith to resolve the dispute for 30 days after notice is received. Either party may seek urgent injunctive relief without waiting 30 days.

22.2 Arbitration agreement. Except for the exceptions in Section 22.4, any dispute, claim, or controversy arising out of or relating to these Terms, the Products, the Website, an Order, billing, advertising, cancellation, renewal, privacy, support, or the relationship between you and Meridian will be finally resolved by binding arbitration administered by JAMS under the JAMS rules that apply to the dispute, including the JAMS Consumer Arbitration Minimum Standards where applicable. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

22.3 Individual basis only. Except to the extent applicable law requires otherwise for a non-waivable request for public injunctive relief or other non-waivable remedy, you and Meridian may bring claims against each other only on an individual basis and not as a plaintiff, claimant, or class member in any class, collective, consolidated, private attorney general, or representative proceeding. The arbitrator may award individual relief only in favor of the individual party seeking relief and only to the extent necessary to resolve that individual party's claim. A request for public injunctive relief that applicable law does not permit to be waived or resolved in arbitration on an individual-only basis must be decided by a court, not by the arbitrator, after any arbitrable individual claims are completed unless applicable law requires another sequence. If this class-action waiver is found unenforceable as to a particular claim or request for relief, that claim or request for relief must be brought in court and not in arbitration, and the remaining claims will be arbitrated.

22.4 Exceptions. Either party may bring an individual claim in small claims court if it qualifies. Either party may seek temporary or preliminary injunctive relief in court to protect intellectual property, confidential information, security, or unauthorized Product use. A consumer may pursue a claim or request for public injunctive relief in court to the extent applicable law prohibits arbitration of that claim or remedy, does not permit that claim or remedy to be waived, or makes this arbitration agreement unenforceable as to that claim or remedy.

22.5 Arbitration procedures and location. The arbitration will be conducted by a single neutral arbitrator. Proceedings may be conducted remotely unless the arbitrator determines that an in-person hearing is necessary. For consumer disputes, the hearing location, if any, will not preclude your reasonable access to arbitration and will be in your county of residence or another mutually agreed location unless applicable law permits otherwise. For any dispute that is not a consumer dispute, the seat and legal place of the arbitration is Wilmington, Delaware; the arbitration will be conducted remotely by videoconference; and any in-person hearing that the arbitrator determines to be necessary will be held in Wilmington, Delaware. The arbitrator may award any individual remedy available in court, subject to these Terms and applicable law. The arbitrator will issue a written award with the essential findings and conclusions.

22.6 Arbitration fees. For consumer arbitrations, Meridian will pay arbitration fees and costs to the extent required by JAMS Consumer Arbitration Minimum Standards or applicable law. The consumer will not be required to pay more than the consumer fee permitted by those standards, currently US $250, unless the arbitrator determines that a claim was frivolous or brought for an improper purpose and applicable law permits a different allocation. Each party will bear its own attorneys' fees unless applicable law or these Terms permit recovery.

22.7 Mass arbitration. If 25 or more similar arbitration demands are filed against Meridian by the same or coordinated counsel or are otherwise coordinated, the JAMS Mass Arbitration Procedures and Guidelines, or any successor mass-arbitration procedures selected by JAMS, will apply to the extent consistent with applicable law and the JAMS Consumer Arbitration Minimum Standards.

22.8 Opt-out. You may opt out of this arbitration agreement by sending written notice to legal@meridianone.app within 30 days after you first accept these Terms. The notice must include your name, Account email, and a clear statement that you opt out of arbitration. Opting out does not affect any other part of these Terms.

22.9 Jury trial waiver. For any dispute that proceeds in court rather than arbitration, you and Meridian waive any right to a jury trial to the maximum extent permitted by law.

23. GOVERNING LAW; VENUE; CONSUMER LAW PRESERVATION

These Terms and each Order are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs the arbitration agreement in Section 22. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to Section 22, any court action permitted by these Terms must be brought in the state or federal courts located in Delaware, and each party consents to their jurisdiction and venue, except that consumers may bring qualifying individual claims in small claims court and may have the benefit of any mandatory venue or consumer-protection rights that applicable law does not permit these Terms to waive. The exclusive-venue provision in this Section does not apply to the extent applicable law gives you, as a consumer, a non-waivable right to bring or defend a claim in the courts of your home jurisdiction, or otherwise does not permit this venue selection to be enforced against you; in that case, that non-waivable right controls and the remainder of this Section remains in effect.

Nothing in these Terms limits any non-waivable rights or remedies you may have under applicable consumer protection, unfair competition, privacy, subscription-renewal, electronic contracting, or other laws.

24. CHANGES TO THESE TERMS

Meridian may update these Terms from time to time. The updated Terms will apply to new Orders, renewals, and continued use after the effective date stated in the notice or updated Terms. For material changes to a current paid subscription, Meridian will provide notice as required by law. Meridian will not materially reduce paid Product rights during the then-current Subscription Term except as reasonably necessary to comply with law, address a material security risk, respond to a third-party platform change, or as otherwise permitted by these Terms. If you do not agree to updated Terms, you must stop using the Products and cancel automatic renewal before the next renewal date. Any change to these Terms applies prospectively only and does not affect any dispute that arose before the change's effective date. Any change Meridian makes to the arbitration agreement or class-action waiver in Section 22 applies only to disputes arising after the change's effective date and does not apply to any claim of which Meridian had notice on or before that date.

25. GENERAL TERMS

25.1 Assignment. You may not assign or transfer these Terms, an Order, or Product rights without Meridian's prior written consent. Meridian may assign these Terms and Orders to an affiliate or in connection with a merger, reorganization, sale of assets, financing, or change of control.

25.2 Subcontractors and service providers. Meridian may use affiliates, service providers, subprocessors, contractors, and other third parties to provide, secure, operate, support, and improve the Products. Meridian remains responsible for its obligations under these Terms to the extent performed by those parties.

25.3 Force majeure. Meridian is not liable for delay or failure caused by circumstances beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil unrest, labor disruption, internet or utility failure, cyberattack, government action, third-party platform outage, or cloud provider outage.

25.4 Relationship. The parties are independent contractors. These Terms do not create a partnership, franchise, fiduciary, agency, employment, or joint-venture relationship.

25.5 No third-party beneficiaries. These Terms are for the sole benefit of you and Meridian and their permitted successors and assigns. Except as otherwise expressly provided in these Terms, they do not create any right or remedy for, and are not intended to benefit, any other person. Provisions that expressly benefit Meridian's affiliates, the persons indemnified under Section 18, or a third-party marketplace or app store whose terms require it may be enforced by those parties.

25.6 Time to bring claims. To the maximum extent permitted by applicable law, any claim or cause of action arising out of or relating to these Terms, the Products, the Website, or your use of them must be commenced within one year after the claim or cause of action first accrues; otherwise, it is permanently barred. This limitation does not apply to the extent applicable law provides you a longer or non-waivable period, including for consumers.

25.7 Severability; waiver. If a provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect. A waiver must be in writing and is effective only for the specific instance. Failure to enforce a provision is not a waiver.

25.8 Notices. Meridian may provide operational, Product, billing, renewal, cancellation, security, privacy, and legal notices by email, Account notice, in-Product notice, website posting, or other reasonable electronic method. Formal legal notices to Meridian must be sent to legal@meridianone.app.

25.9 Entire agreement. These Terms and the Checkout Terms are the complete agreement regarding your self-service use of the Products and supersede prior or contemporaneous proposals, discussions, and agreements on that subject. The Privacy Policy describes Meridian's privacy practices and does not create contractual rights except to the extent these Terms or applicable law expressly provide otherwise.

25.10 Interpretation. Headings are for convenience only. "Including" means "including without limitation." The singular includes the plural and vice versa. "Will" and "must" are mandatory. If there is any conflict between the English version of these Terms and a translation, the English version controls unless applicable law requires otherwise.

26. DATA PROCESSING TERMS

26.1 Application and roles. These Data Processing Terms apply only when and to the extent Meridian processes personal data contained in Customer Content through the Cloud Services for or on behalf of a company, government agency, or other organization, so that you act as a controller or as a processor for another controller. For that processing, you are the controller (or processor) and Meridian is your processor and, under U.S. state privacy laws, your service provider or contractor. These Data Processing Terms do not apply to Local Software-only use, to Operational Data, to processing for which Meridian is an independent controller as described in the Privacy Policy, or to use by an individual Consumer for personal, family, or household purposes.

26.2 Definitions. "Applicable Data Protection Law" means the data protection and privacy laws applicable to Meridian's processing of personal data under these Terms, including the California Consumer Privacy Act as amended and other U.S. state privacy laws. "Personal data," "controller," "processor," "process," "data subject," "personal information," "service provider," "contractor," "sell," "share," and "sensitive" have the meanings given under Applicable Data Protection Law.

26.3 Details of processing. The subject matter is the provision of the Cloud Services; the duration is the Subscription Term and the post-termination period described in Section 6.6; the nature and purpose are hosting, publishing, sharing, viewing, storing, securing, and supporting Customer Content as directed through the Products and these Terms; and the types of personal data and categories of data subjects are those you include in Customer Content, such as your personnel, contractors, and project participants and their identifiers, contact details, and role, schedule, and project information. You are responsible for the accuracy of these details for your use and for ensuring that you are permitted to provide the personal data.

26.4 Instructions and purpose limitation. Meridian will process personal data only on your documented instructions, including these Terms, the Order, your configuration and use of the Products, and your support requests, and as required by law, in which case Meridian will inform you unless legally prohibited. Meridian will process personal data only to provide, secure, maintain, support, and improve the reliability of the Products and as otherwise permitted by these Terms and Applicable Data Protection Law, and for no other purpose. Meridian will not sell or share personal data; will not retain, use, or disclose personal data for any purpose other than the business purposes specified in these Terms or outside the direct business relationship, except as Applicable Data Protection Law permits; and will not combine personal data with personal information from other sources except as the CCPA permits. Meridian certifies that it understands and will comply with these restrictions, and Meridian will not use Customer Content to train or improve any artificial-intelligence or machine-learning model without your prior consent.

26.5 Confidentiality and security. Meridian will ensure that personnel authorized to process personal data are bound by appropriate confidentiality obligations, and Meridian will implement and maintain the administrative, technical, and organizational security measures described in Section 6.4, appropriate to the risk.

26.6 Subprocessors. You generally authorize Meridian to engage its affiliates and third-party service providers, including cloud, hosting, identity, security, logging, support, and payment providers such as Microsoft and Microsoft Azure, as subprocessors to process personal data to provide the Products. Meridian will impose data-protection obligations on each subprocessor that are materially no less protective than these Data Processing Terms and remains responsible for its subprocessors' performance. Meridian will make its subprocessor list available and offer a means to be notified of new subprocessors; you may object on reasonable data-protection grounds, and if the parties cannot resolve the objection you may terminate the affected Cloud Services subscription.

26.7 Assistance. Taking into account the nature of the processing and the information available to Meridian, Meridian will provide functionality or reasonable assistance to help you respond to data-subject requests and to meet your obligations regarding security, personal-data-breach notification, and data protection impact assessments and prior consultations. If Meridian receives a data-subject request directly, it will, unless legally required to respond, direct the request to you. Meridian will notify you without undue delay after becoming aware of a personal-data breach affecting personal data, consistent with Section 6.5.

26.8 Deletion or return. On expiration or termination, Meridian will delete or return personal data in Customer Content as described in Section 6.6, except to the extent retention is required by law.

26.9 Audits. Meridian will make available information reasonably necessary to demonstrate compliance with these Data Processing Terms and will contribute to audits, including by providing then-current third-party audit reports, security summaries, or completed questionnaires. Any on-site audit is limited to once in any twelve-month period, absent a personal-data breach or a regulator's requirement, on reasonable prior notice, during business hours, subject to confidentiality, and without access to any other customer's data or to Meridian's security-sensitive or confidential information.

26.10 Data location. Meridian processes personal data in Customer Content in the United States. The Products are provided for use in the United States, and the parties do not rely on cross-border data-transfer mechanisms under these Data Processing Terms. If Meridian later processes personal data that is subject to non-U.S. data protection laws, the parties will put an appropriate transfer mechanism in place at that time.

26.11 Precedence. These Data Processing Terms are part of these Terms. For the processing of personal data in Customer Content through the Cloud Services, these Data Processing Terms control over any conflicting provision of the rest of these Terms; in all other respects, the rest of these Terms continues to apply. A separate data processing agreement signed by both parties controls over these Data Processing Terms.

27. WEBSITE USE; ACCEPTABLE USE

27.1 Scope. This Section governs your access to and use of the Website, whether or not you purchase or use the Products. The other provisions of these Terms continue to apply to the Products, and, as stated in this Section, key protections also apply to the Website.

27.2 License and acceptable use. Subject to these Terms, Meridian grants you a limited, revocable, non-exclusive, non-transferable license to access and view the Website for your own informational and evaluation purposes. You will not, and will not permit anyone else to: (a) use any robot, spider, scraper, crawler, or other automated means to access, monitor, index, or copy the Website or its content, except for search-engine indexing that Meridian permits; (b) interfere with, disrupt, overload, or degrade the Website or its underlying systems, attempt to gain unauthorized access to them, or circumvent any access, security, or usage control; (c) introduce malicious code or conduct penetration testing, vulnerability scanning, or other security testing of the Website without Meridian's prior written consent; (d) copy, reproduce, republish, frame, mirror, sell, or create derivative works from the Website or its content, except as expressly permitted; (e) remove, obscure, or alter any proprietary notice; or (f) use the Website in violation of law, these Terms, or the rights of others.

27.3 Website content. The Website and its content, including text, graphics, user interfaces, designs, logos, trademarks, images, audio, video, and software, are owned by Meridian or its licensors and are protected by intellectual-property and other laws. Except for the limited license in Section 27.2, Meridian and its licensors reserve all rights in the Website and its content, and no rights are granted by implication, estoppel, or otherwise. Any feedback you provide about the Website is governed by Section 15.4.

27.4 Disclaimers; limitation of liability. The Website and its content are provided "as is" and "as available." The warranty disclaimers in Section 17 and the exclusions and limitations of liability in Section 19, including the liability cap, apply to your access to and use of the Website and its content to the same extent that they apply to the Products.

27.5 Third-party links; changes. The Website may link to or incorporate third-party websites, content, or services that Meridian does not control and is not responsible for, and your use of them is subject to their own terms. Meridian may change, suspend, or discontinue all or part of the Website at any time without liability.