Meridian BFD LLC

Meridian BFD, LLC

Terms of Service

Version 1.0  ·  Effective July 24, 2026

These Terms of Service (these "Terms") govern access to and use of the Service (as defined below) provided by Meridian BFD, LLC, a Delaware limited liability company ("Provider," "we," "us," or "our"). By executing an Order that references these Terms, clicking to accept these Terms, or accessing or using the Service, the entity or person doing so ("Customer," "you," or "your") agrees to be bound by these Terms. The individual accepting these Terms represents and warrants that they have authority to bind Customer, and "Customer" refers to the entity on whose behalf these Terms are accepted.

PLEASE READ THESE TERMS CAREFULLY. SECTION 15 CONTAINS A GOVERNING LAW PROVISION, A BINDING ARBITRATION PROVISION, AND A CLASS ACTION WAIVER. EXCEPT AS DESCRIBED IN SECTION 15, CUSTOMER AND PROVIDER AGREE TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, AND EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

The Service is a business tool made available solely for use by businesses and their authorized personnel. The Service is not offered to consumers or for personal, family, or household purposes.

1. Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests of the subject entity.

"Agreement" means these Terms, together with each Order and any addendum, exhibit, or policy expressly incorporated by reference (including the Privacy Policy and, if executed by the parties, a data processing addendum).

"AI Features" means features and functionality of the Service that employ machine learning, large language models, or other artificial intelligence technologies, including automated document capture and extraction, transaction-matching suggestions, supplier price-change detection, and agent-assisted workflows.

"Beta Features" means features or functionality of the Service identified as alpha, beta, pilot, preview, early access, or evaluation, or that are otherwise not generally available to Provider’s customers.

"Connected Account" means an account, system, or data source maintained by or on behalf of Customer with a Third-Party Service — for example, a warehouse management, shipping, e-commerce, inventory, or accounting system, or an email mailbox designated by Customer for the retrieval of supplier documents — that Customer connects to the Service.

"Customer Data" means all data, documents, content, and materials submitted to the Service by or on behalf of Customer, including data retrieved from Connected Accounts at Customer’s direction and Output (as defined in Section 5.1) derived from the foregoing. Customer Data does not include Usage Data.

"Documentation" means the usage guides, help materials, and technical documentation for the Service that Provider makes generally available, as updated from time to time.

"Order" means an ordering document, order form, online subscription or sign-up flow, or statement of work that references these Terms and is entered into between Customer and Provider, including any addenda thereto.

"Service" means Provider’s cloud-based software-as-a-service platform for procurement, purchasing, inventory, and related business-operations workflows, including its web application, APIs, AI Features, and Documentation, as further described in the applicable Order.

"Subscription Term" means the initial subscription period specified in an Order and each renewal period as described in Section 8.2.

"Third-Party Service" means any product, service, application, or data source that is not provided by Provider and that interoperates or is used in connection with the Service.

"Usage Data" means diagnostic, technical, and usage-related data and information collected by Provider in connection with the provision, security, use, and performance of the Service (such as logs, metrics, telemetry, and feature-usage statistics).

"User" means an individual authorized by Customer to access and use the Service under Customer’s account, such as an employee, contractor, or agent of Customer or its Affiliates.

2. Eligibility; Business Use Only

2.1 Business Use. The Service is offered only for Customer’s internal business purposes. Customer may not use the Service for personal, family, or household purposes, and consumer protection laws intended for consumer transactions do not apply to the Agreement to the maximum extent permitted by law.

2.2 Eligibility. Each User must be at least eighteen (18) years old. Customer will ensure that all Users meet this requirement.

2.3 Account Information. Customer will provide accurate, current, and complete registration, contact, and billing information, and will keep that information up to date.

3. The Service

3.1 Access and Use. Subject to the Agreement and payment of applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the Service, and to permit Users to access and use the Service, solely for Customer’s internal business purposes in accordance with the Documentation.

3.2 Users; Credentials. Customer is responsible for all activity occurring under its account and for each User’s compliance with the Agreement. Customer and its Users will keep account credentials confidential, will use commercially reasonable efforts to prevent unauthorized access to the Service (including enabling multi-factor authentication where offered), and will promptly notify Provider upon becoming aware of any unauthorized access to or use of Customer’s account.

3.3 Customer Responsibilities. Customer is responsible for: (a) the accuracy, quality, and legality of Customer Data and the means by which Customer acquired it; (b) obtaining and maintaining all rights, consents, and permissions necessary for Provider to access and process Customer Data and Connected Accounts as contemplated by the Agreement; (c) its configuration and use of the Service, including approval workflows and permissions it sets; and (d) reviewing outputs of the Service before relying on them for business decisions, as further described in Section 5.

3.4 Use Restrictions. Customer will not, and will not permit any User or third party to:

3.5 Usage Limits. Use of the Service may be subject to usage limits specified in the applicable Order or Documentation (for example, limits on Users, connected systems, transaction or document volumes, or API calls). Provider may monitor usage to verify compliance. If Customer exceeds applicable limits, Provider may invoice overage fees at the rates stated in the Order (or, if none are stated, Provider’s then-current standard rates) or require Customer to upgrade to an appropriate plan.

3.6 Suspension. Provider may suspend Customer’s or any User’s access to all or part of the Service if: (a) Provider reasonably believes such use poses a security risk to, or may materially harm, the Service, Provider, or any third party; (b) such use is in material breach of Section 3.4; or (c) amounts owed are overdue as described in Section 7.6. Provider will provide advance notice of a suspension where practicable, will limit the suspension in scope and duration to what is reasonably necessary, and will promptly restore access once the underlying issue is resolved.

3.7 Changes to the Service. Provider may modify the Service from time to time, including to add or improve features. Provider will not materially decrease the core functionality of the Service purchased by Customer during a paid Subscription Term. If Provider discontinues the Service or materially decreases its core functionality, Customer may terminate the affected Order on written notice and receive a pro-rata refund of prepaid, unused fees for the terminated portion of the Subscription Term, as Customer’s exclusive remedy for such change.

3.8 Support. Provider will provide reasonable technical support to Customer by email (and any other channels described in the Order or Documentation) during Provider’s normal business hours. Provider does not guarantee specific response or resolution times unless expressly agreed in a written service level agreement.

3.9 Availability; Maintenance. Provider will use commercially reasonable efforts to make the Service available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned maintenance, which Provider will endeavor to schedule outside peak usage hours with reasonable advance notice; and (b) unavailability caused by circumstances described in Section 17.6 (Force Majeure) or by Third-Party Services, Connected Accounts, or Customer’s or Users’ systems, networks, or acts or omissions.

4. Trials, Pilots, and Beta Features

4.1 Trials and Pilots. Provider may make the Service available on a free, trial, pilot, or evaluation basis (a "Trial"). Trials are provided for the period stated in the Order (or, if none, thirty (30) days) and may be modified, suspended, or terminated by Provider at any time. Unless the parties agree to a paid subscription before the end of the Trial, Customer’s access will end and Customer should export Customer Data before the Trial expires; Provider may delete Customer Data submitted during a Trial thirty (30) days after the Trial ends.

4.2 Beta Features. Provider may offer Beta Features for evaluation. Beta Features are optional, may contain errors, may be changed or discontinued at any time without notice, and may never be made generally available. Beta Features are Provider’s Confidential Information.

4.3 No Warranty for Trials and Beta Features. NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT, TRIALS AND BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY, SUPPORT COMMITMENT, OR INDEMNITY OF ANY KIND, AND PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY TRIAL OR BETA FEATURE WILL NOT EXCEED FIVE HUNDRED U.S. DOLLARS (US $500).

5. AI Features

5.1 Nature of AI Output. The AI Features generate suggestions, extractions, classifications, drafts, and other content ("Output"). Due to the probabilistic nature of machine learning, Output may be inaccurate, incomplete, outdated, or otherwise flawed, and similar prompts or inputs across different customers may yield similar output. Customer will review Output — including document extractions, transaction matches, and detected price changes — before relying on it, and the Service is designed to keep a human in the loop for consequential actions, including communications to suppliers and approvals with financial impact.

5.2 Customer Responsibility; No Professional Advice. THE AI FEATURES ARE NOT A SUBSTITUTE FOR THE KNOWLEDGE, EXPERTISE, AND JUDGMENT OF CUSTOMER AND ITS USERS. Customer is solely responsible for decisions made, actions taken, and communications sent in reliance on Output. The Service and its Output do not constitute accounting, tax, financial, legal, or other professional advice.

5.3 AI Providers. Provider may use third-party artificial-intelligence providers as subprocessors to deliver the AI Features. Provider will only use AI providers that are contractually prohibited from using Customer Data to train their generalized or foundation models.

5.4 Output. As between the parties, Output generated from Customer Data is Customer Data. Customer acknowledges that Output generated for other customers from their own data may be similar to Customer’s Output and that nothing in the Agreement restricts Provider from generating output for other customers.

6. Third-Party Services and Connected Accounts

6.1 Connections and Authorization. The Service interoperates with certain Third-Party Services. If Customer connects a Connected Account, Customer authorizes Provider to access, retrieve, transmit, store, and otherwise process data from and to that Connected Account (including by using the credentials, API keys, and authorization tokens Customer provides or approves) as reasonably necessary to provide the Service as configured by Customer. Customer represents that it has the right to grant this authorization. Customer will keep such credentials current and will promptly notify Provider of any change or suspected compromise. Customer may revoke a connection at any time through the Service or the Third-Party Service, in which case features that depend on that connection may stop functioning.

6.2 Email Mailboxes. If Customer designates one or more email mailboxes as Connected Accounts, Provider will access those mailboxes solely as configured by Customer to retrieve supplier and procurement-related documents and associated metadata (for example, purchase orders, order confirmations, invoices, packing slips, and price lists) for processing in the Service. Customer is responsible for ensuring that its designation of a mailbox, and Provider’s access to it, complies with Customer’s internal policies and applicable law, including obtaining any required consents from mailbox users.

6.3 Third-Party Terms; No Responsibility. Each Third-Party Service is governed by its own terms and privacy policies, and Customer is responsible for reviewing and complying with them. Provider does not endorse, warrant, or support Third-Party Services and is not responsible for their availability, security, accuracy, or performance, for their use or handling of Customer Data, or for any modification, suspension, loss, or deletion of data by a Third-Party Service. If a Third-Party Service ceases to make its platform available for interoperation on reasonable terms, Provider may stop providing the corresponding integration without liability, and will use commercially reasonable efforts to give Customer advance notice.

7. Fees and Payment

7.1 Fees. Customer will pay the fees specified in each Order. Except as expressly provided in the Agreement, all payment obligations are non-cancelable and fees paid are non-refundable, and quantities purchased may not be decreased during the then-current Subscription Term.

7.2 Payment. If Customer pays by credit card or other electronic payment method, Customer authorizes Provider (and its payment processor) to charge that payment method for all fees when due, including on each renewal. If Provider agrees to invoice Customer, invoiced amounts are due within thirty (30) days of the invoice date unless the Order states otherwise. Customer will keep its billing information accurate and current.

7.3 Pricing Changes. Provider may change pricing effective as of the next renewal of a Subscription Term by giving Customer notice at least thirty (30) days before the renewal date. Pricing changes do not apply during a then-current, already-paid Subscription Term.

7.4 Overages. If Customer’s use exceeds the usage limits in its Order, Provider may charge for the excess as described in Section 3.5.

7.5 Taxes. Fees are exclusive of all taxes, levies, and duties (including sales, use, GST, and VAT), and Customer is responsible for all such amounts other than taxes on Provider’s net income. If Customer is required by law to withhold any taxes, Customer will increase its payment so that Provider receives the full amount invoiced. Customer will provide valid exemption certificates in a timely manner if it claims exemption.

7.6 Late Payment. Amounts not paid when due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, plus reasonable costs of collection. If any undisputed amount is more than fifteen (15) days overdue, Provider may suspend the Service upon at least ten (10) days’ written notice until such amounts are paid in full. Non-payment of undisputed amounts is a material breach of the Agreement.

7.7 Billing Disputes. Customer must notify Provider in writing of any good-faith dispute regarding an invoice or charge within sixty (60) days after the invoice date or charge; otherwise, the invoice or charge is deemed accepted. The parties will work together in good faith to resolve billing disputes promptly, and Provider will not suspend or terminate the Service for non-payment of amounts that are subject to a good-faith dispute raised within that period while the parties are working to resolve it.

8. Term, Renewal, and Termination

8.1 Agreement Term. The Agreement begins on the earlier of the effective date of the first Order or Customer’s first acceptance of these Terms, and continues until all Subscription Terms have expired or been terminated.

8.2 Renewal. Unless an Order states otherwise, each Subscription Term automatically renews for successive periods equal in length to the expiring Subscription Term (or one (1) year, if the expiring term was longer than one year) unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Renewals are at the pricing in effect for the renewal term, subject to Section 7.3.

8.3 Termination for Cause. Either party may terminate the Agreement or any affected Order upon written notice: (a) if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach (or, in the case of Customer’s failure to pay undisputed fees, within ten (10) days after notice); or (b) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or an assignment for the benefit of creditors that is not dismissed within sixty (60) days.

8.4 Effect of Termination. Upon expiration or termination of the Agreement or an Order: (a) Customer’s and its Users’ rights to access and use the affected Service end; (b) Customer will pay all fees accrued through the effective date of termination; (c) if Customer terminates for Provider’s uncured material breach under Section 8.3, Provider will refund the pro-rata portion of prepaid fees covering the remainder of the terminated Subscription Term; and (d) if Provider terminates for Customer’s uncured material breach under Section 8.3, all fees payable for the remainder of the then-current Subscription Term become immediately due. Except as described in clause (c), prepaid fees are non-refundable.

8.5 Data Export and Deletion. During a Subscription Term, Customer may export Customer Data using the export functionality of the Service. For sixty (60) days after expiration or termination (other than termination by Provider for Customer’s material breach of Sections 3.4 or 11), Provider will, upon Customer’s written request and provided all undisputed fees have been paid, make Customer Data available for export in a commonly used, machine-readable format. After that sixty (60)-day period, Provider will have no obligation to retain Customer Data and may delete it from its production systems, and thereafter from backups in the ordinary course of Provider’s backup cycles, except to the extent retention is required by law or the data has been aggregated or de-identified as described in Section 9.4. Any Customer Data retained in backups remains subject to the confidentiality and security obligations of the Agreement until deleted.

8.6 Survival. Sections 1, 3.4, 4.3, 5.2, 7 (with respect to accrued amounts), 8.4, 8.5, 8.6, 9.4, 10, 11, 12.3, 13, 14, 15, and 17 survive expiration or termination of the Agreement.

9. Customer Data, Privacy, and Security

9.1 Ownership; License. As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants Provider and its subcontractors a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Data solely as necessary to: (a) provide, secure, maintain, and support the Service; (b) prevent or address service, security, or technical problems; (c) comply with law or a valid legal process; and (d) as otherwise expressly permitted in the Agreement or instructed by Customer in writing.

9.2 Customer Data Compliance. Customer represents and warrants that: (a) it has all rights, consents, and legal bases necessary to submit Customer Data to the Service and to authorize the processing described in the Agreement, including with respect to personal information of its personnel, suppliers, and business contacts contained in Customer Data; and (b) its collection and use of Customer Data complies with applicable law and Customer’s own published policies.

9.3 Prohibited Data. The Service is not designed for, and Customer agrees not to use the Service to collect, store, or process: (a) protected health information subject to HIPAA; (b) payment card data subject to PCI-DSS (other than as handled by Provider’s payment processor for Customer’s payment of fees); (c) government-issued identification numbers, such as Social Security numbers; (d) personal information of children under sixteen (16); or (e) other special categories of sensitive personal information, except in each case in designated fields, if any, that the Documentation expressly identifies for such data. Provider has no liability arising from Customer’s submission of such data in violation of this Section.

9.4 Usage Data; Aggregated Data. Provider may collect and use Usage Data to provide, secure, operate, benchmark, and improve the Service and to develop new products and services. Provider may also create and use data that has been aggregated or de-identified so that it no longer identifies Customer, any User, or any natural person, and Provider will not disclose such data externally other than in that aggregated or de-identified form.

9.5 Privacy Policy; Data Processing. Provider’s Privacy Policy, available at www.meridianbfd.com/privacy, describes how Provider handles personal information, including account and contact information, and is incorporated into these Terms. To the extent Provider processes personal information contained in Customer Data on Customer’s behalf and applicable data protection law requires a data processing agreement, the parties will execute Provider’s standard data processing addendum upon Customer’s written request, and it will form part of the Agreement.

9.6 Security. Provider will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, including encryption of Customer Data in transit and at rest, role-based access controls, and logging. Provider will notify Customer without undue delay after becoming aware of a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Customer Data, and will provide information reasonably available to Provider about the incident and the measures taken in response.

9.7 Data Location. The Service is hosted in the United States, and Customer consents to the processing and storage of Customer Data in the United States.

10. Intellectual Property

10.1 Provider IP. Provider and its licensors own and retain all right, title, and interest in and to the Service, the Documentation, the software, models, and systems used to provide the Service, Usage Data, and all improvements, modifications, and derivative works of the foregoing, including all intellectual-property rights therein. No rights are granted to Customer other than as expressly set forth in the Agreement.

10.2 Feedback. If Customer or a User provides suggestions, ideas, or other feedback about the Service ("Feedback"), Provider may use the Feedback without restriction or obligation, and Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate the Feedback into Provider’s products and services. Feedback is provided voluntarily and does not include Customer Data or Customer’s Confidential Information.

10.3 Trademarks; Publicity. Neither party may use the other party’s names, logos, or trademarks, or publicly identify the other party as a customer or vendor, without the other party’s prior written consent (email sufficient). Any permitted use will comply with the owner’s brand guidelines and all goodwill will inure to the owner’s benefit.

11. Confidentiality

11.1 Definition. "Confidential Information" means non-public information disclosed by or on behalf of a party ("Discloser") to the other party ("Recipient") in connection with the Agreement, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Provider’s Confidential Information includes the Service, the Documentation, Beta Features, and non-public product, pricing, and security information. Customer’s Confidential Information includes Customer Data. The terms of each Order are the Confidential Information of both parties.

11.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the Recipient; (b) was known to the Recipient without restriction before disclosure by the Discloser; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

11.3 Obligations. The Recipient will: (a) use the Discloser’s Confidential Information only to exercise its rights and perform its obligations under the Agreement; (b) protect it using at least the same degree of care the Recipient uses for its own similar information, and no less than reasonable care; and (c) limit access to its and its Affiliates’ employees, contractors, advisors, and service providers who need access for purposes of the Agreement and who are bound by confidentiality obligations at least as protective as this Section 11. The Recipient remains responsible for their compliance.

11.4 Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation, or valid legal process, provided that (where legally permitted) it gives the Discloser prompt notice and reasonable cooperation, at the Discloser’s expense, to seek a protective order or otherwise limit the disclosure.

11.5 Equitable Relief. Unauthorized use or disclosure of Confidential Information may cause harm for which money damages are an inadequate remedy, and the Discloser is entitled to seek injunctive or other equitable relief for any actual or threatened breach of this Section 11, without the obligation to post a bond, in addition to its other remedies.

11.6 Duration; Return. The obligations in this Section 11 continue during the term of the Agreement and for five (5) years after its expiration or termination, except that obligations with respect to trade secrets and Customer Data continue for as long as such information remains protected under applicable law or is retained by the Recipient. Upon the Discloser’s written request, the Recipient will delete or return the Discloser’s Confidential Information, except for copies retained in routine backups or as required by law, which remain subject to this Section 11 until deleted.

12. Warranties and Disclaimers

12.1 Mutual Warranties. Each party represents and warrants that it is duly organized and validly existing, and that it has the legal power and authority to enter into and perform the Agreement.

12.2 Limited Service Warranty. Provider warrants to Customer that, during a paid Subscription Term, the Service will perform materially in accordance with the Documentation. Provider does not warrant Trials or Beta Features. For any breach of this warranty, Customer’s exclusive remedy and Provider’s entire liability will be for Provider to use commercially reasonable efforts to correct the non-conformity and, if Provider fails to do so within thirty (30) days after Customer’s written notice reasonably detailing the non-conformity, Customer may terminate the affected Order and receive a pro-rata refund of prepaid, unused fees for the remainder of the terminated Subscription Term.

12.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.2, THE SERVICE, THE DOCUMENTATION, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER AND ITS LICENSORS AND SUPPLIERS DISCLAIM 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, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DATA (INCLUDING OUTPUT) WILL BE ACCURATE, COMPLETE, OR RELIABLE; THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS; OR THAT THE SERVICE WILL INTEROPERATE WITH ANY THIRD-PARTY SERVICE. PROVIDER IS NOT RESPONSIBLE FOR ISSUES ARISING FROM CUSTOMER DATA, CONNECTED ACCOUNTS, THIRD-PARTY SERVICES, OR CUSTOMER’S OR USERS’ EQUIPMENT, SYSTEMS, OR NETWORKS. THE SERVICE DOES NOT PROVIDE ACCOUNTING, TAX, FINANCIAL, LEGAL, OR OTHER PROFESSIONAL ADVICE.

13. Indemnification

13.1 By Provider. Provider will defend Customer against any third-party claim, demand, suit, or proceeding (a "Claim") alleging that the Service, when used by Customer as authorized under the Agreement, infringes that third party’s U.S. patent, copyright, or trademark, or misappropriates its trade secret, and Provider will indemnify Customer against the damages, costs, and reasonable attorneys’ fees finally awarded against Customer (or agreed in settlement by Provider) with respect to such Claim. Provider has no obligation under this Section 13.1 to the extent a Claim arises from: (a) Customer Data or any Third-Party Service; (b) modification of the Service by anyone other than Provider, or combination of the Service with items not provided by Provider, where the Claim would not have arisen but for such modification or combination; (c) use of the Service other than in accordance with the Agreement and the Documentation; or (d) Trials or Beta Features. If the Service is, or in Provider’s opinion is likely to become, the subject of an infringement Claim, Provider may, at its option and expense: (i) procure the right for Customer to continue using the Service; (ii) modify or replace the Service so that it is non-infringing without materially reducing its functionality; or (iii) if neither is commercially practicable, terminate the affected Order and refund prepaid, unused fees for the remainder of the terminated Subscription Term. THIS SECTION 13.1 STATES PROVIDER’S SOLE LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR ANY CLAIM OF INTELLECTUAL-PROPERTY INFRINGEMENT RELATING TO THE SERVICE.

13.2 By Customer. Customer will defend Provider against any Claim arising from or relating to: (a) Customer Data, including any allegation that Customer Data, or Customer’s collection, provision, or use of it, infringes or misappropriates third-party rights or violates law; (b) Customer’s or a User’s use of the Service in breach of the Agreement or in violation of law; (c) Customer’s Connected Accounts or use of Third-Party Services; or (d) Customer’s products, services, or business operations. Customer will indemnify Provider against the damages, costs, and reasonable attorneys’ fees finally awarded against Provider (or agreed in settlement by Customer) with respect to such Claim.

13.3 Procedure. The indemnified party must: (a) give the indemnifying party prompt written notice of the Claim (except that delay relieves the indemnifying party of its obligations only to the extent it is materially prejudiced by the delay); (b) give the indemnifying party sole control of the defense and settlement of the Claim; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a Claim in a manner that imposes any obligation or admission on, or requires any payment by, the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld. The indemnified party may participate in the defense with counsel of its choosing at its own expense.

14. Limitation of Liability

14.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, OR COSTS OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, OR STRICT LIABILITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY (OR, IF THE FIRST EVENT OCCURS DURING THE FIRST TWELVE MONTHS OF THE AGREEMENT, THE FEES PAID OR PAYABLE DURING THAT PERIOD).

14.3 Exceptions. The exclusions and limitations in Sections 14.1 and 14.2 do not apply to: (a) Customer’s obligation to pay fees due under the Agreement; (b) a party’s indemnification obligations under Section 13; or (c) Customer’s breach of Section 3.4 (Use Restrictions) or infringement or misappropriation of Provider’s intellectual property.

14.4 Basis of the Bargain. The parties acknowledge that the fees reflect the allocation of risk in this Section 14 and that Provider would not enter into the Agreement without these limitations. The limitations apply notwithstanding the failure of essential purpose of any limited remedy, and nothing in the Agreement limits liability that cannot be limited under applicable law.

15. Governing Law and Dispute Resolution

15.1 Governing Law. The Agreement and any dispute arising out of or relating to it or the Service (each, a "Dispute") are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Informal Resolution First. Before initiating arbitration, the party raising a Dispute will give the other party written notice describing the Dispute, and the parties will attempt in good faith to resolve it within thirty (30) days of the notice. This Section does not prevent either party from seeking the interim relief described in Section 15.4 at any time.

15.3 Binding Arbitration. Any Dispute not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (including its Expedited Procedures where applicable), by a single arbitrator. The seat and place of arbitration will be Wilmington, Delaware, although hearings may be conducted by videoconference if a party requests and the arbitrator agrees. The arbitrator has exclusive authority to resolve any dispute regarding the interpretation, applicability, or enforceability of this arbitration agreement, except that a court will decide any question regarding the validity or enforceability of the class action waiver in Section 15.5. The arbitrator may award any relief available in court, and judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys’ fees and costs unless the arbitrator awards them under applicable law, and the parties will share the arbitrator’s and AAA’s fees as allocated under the AAA rules.

15.4 Exceptions. Either party may: (a) bring an individual claim in small-claims court if it qualifies; and (b) seek temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual-property rights or Confidential Information, or to prevent unauthorized access to the Service, without first engaging in the process described in Sections 15.2 and 15.3. For such actions, each party consents to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware.

15.5 Class Action Waiver. EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS FOUND UNENFORCEABLE AS TO A PARTICULAR DISPUTE, THEN THE ARBITRATION PROVISIONS OF SECTION 15.3 WILL NOT APPLY TO THAT DISPUTE, WHICH WILL INSTEAD BE RESOLVED EXCLUSIVELY IN THE STATE AND FEDERAL COURTS LOCATED IN WILMINGTON, DELAWARE.

15.6 Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE.

15.7 Time to Bring Claims. Except for claims relating to unpaid fees, a party’s indemnification obligations, or infringement or misappropriation of intellectual property, no Dispute may be brought more than one (1) year after the date the cause of action accrued, to the extent this limitation is permitted by applicable law.

16. Changes to These Terms

Provider may update these Terms from time to time. Provider will post the updated Terms with a revised "last updated" date and, for material changes, will give Customer at least thirty (30) days’ advance notice by email or through the Service. Material changes take effect for Customer upon the start of Customer’s next Subscription Term following the notice period (or, for non-material changes and for Customers without a paid subscription, upon posting). If a material change adversely affects Customer and Customer objects in writing within the notice period, the prior version of these Terms will continue to apply to Customer until the end of the then-current Subscription Term, and the updated Terms will apply upon renewal. Customer’s continued use of the Service after the applicable effective date constitutes acceptance of the updated Terms.

17. General Provisions

17.1 Compliance with Laws; Export. Each party will comply with all laws applicable to its performance under the Agreement, including anti-bribery and anti-corruption laws. The Service may be subject to U.S. export control and economic sanctions laws. Customer represents that neither it nor any User is located in an embargoed jurisdiction or named on any U.S. government denied-party or restricted-party list, and Customer will not access, use, export, re-export, or transfer the Service in violation of such laws.

17.2 Notices. Notices under the Agreement must be in writing. Notices to Provider must be sent to Meridian BFD, LLC, 1402 Riverside Dr., Cincinnati, OH 45202, and by email to admin@meridianbfd.com. Notices to Customer may be sent to the email or postal address associated with Customer’s account, and Provider may also provide operational notices through the Service. Notices are deemed given: (a) upon delivery, if delivered personally or by courier; (b) two (2) business days after deposit with a nationally recognized delivery service or certified mail, return receipt requested; or (c) on the first business day after transmission, if sent by email without a bounce or delivery-failure notice.

17.3 Assignment. Neither party may assign or transfer the Agreement, by operation of law or otherwise, without the other party’s prior written consent, except that either party may assign the Agreement in its entirety without consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, upon written notice to the other party. Any attempted assignment in violation of this Section is void. The Agreement binds and benefits the parties and their permitted successors and assigns.

17.4 Relationship of the Parties. The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship, and neither party has authority to bind the other.

17.5 No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties and their permitted successors and assigns, and nothing in it confers any right, benefit, or remedy on any third party.

17.6 Force Majeure. Except for Customer’s payment obligations, neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, utility or telecommunications failures, or failures of third-party hosting or infrastructure providers, provided the affected party uses reasonable efforts to mitigate the effects and resumes performance as soon as practicable. If a force majeure event continues for more than thirty (30) consecutive days, either party may terminate the affected Order on written notice, and Provider will refund prepaid, unused fees for the terminated portion of the Subscription Term.

17.7 Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ intent (or, if that is not possible, severed), and the remaining provisions will continue in full force and effect.

17.8 Waiver. A party’s failure or delay in exercising any right under the Agreement is not a waiver of that right. A waiver is effective only if in writing and signed by the waiving party, and applies only to the specific instance for which it is given.

17.9 Entire Agreement; Order of Precedence. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations, written or oral, regarding that subject matter. Any terms in a Customer purchase order or similar document (other than an Order executed by both parties) are void and have no effect. In the event of a conflict, the following order of precedence applies: (a) the applicable Order; (b) any executed data processing addendum; (c) these Terms; and (d) the Documentation.

17.10 Interpretation. Headings are for convenience only. "Including" and similar words mean "including without limitation." The Agreement will not be construed against the drafting party.

17.11 Electronic Acceptance. The Agreement may be accepted electronically, and electronic signatures and click-through acceptance have the same effect as original signatures. An Order may be executed in counterparts.

18. Contact

Questions about these Terms may be directed to:

Meridian BFD, LLC

Attn: Legal

1402 Riverside Dr., Cincinnati, OH 45202

Email: admin@meridianbfd.com