Terms of service

These Terms of Service ("Terms") govern your access to and use of the website at https://www.merritt.app (the "Site") and any related services (collectively, the "Services") provided by Merritt Performance, Inc. ("Merritt," "we," "us," or "our"), a Delaware corporation with offices at 131 Continental Dr, Suite 305, Newark, DE 19713. By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you may not access or use the Services. You can contact us at amber@merritt.app.

If you have entered into a separate written agreement with Merritt Performance, Inc. governing your use of the Services (such as a Cloud Service Agreement, Master Services Agreement, or similar), that agreement controls in the event of any conflict with these Terms. These Terms supplement, but do not replace, any such separate agreement.

The Services are intended for users who are at least 18 years old. Persons under 18 are not permitted to use or register for the Services. By using the Services, you represent and warrant that: you have the legal capacity to agree to these Terms; you are not a minor in the jurisdiction in which you reside; you will not access the Services through automated or non-human means; you will not use the Services for any illegal or unauthorized purpose; and your use of the Services will not violate any applicable law or regulation.

Merritt provides performance management software for organizations. The Services are not tailored to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA), the Federal Information Security Management Act (FISMA), or the Gramm-Leach-Bliley Act (GLBA). You may not use the Services in any way that would violate these laws. The information provided through the Services is not intended for distribution to or use by any person or entity in any jurisdiction where such distribution or use would be contrary to law. Those who access the Services from other locations do so on their own initiative and are responsible for compliance with local laws.

Our rights: We are the owner or licensee of all intellectual property rights in the Services, including all source code, databases, functionality, software, designs, audio, video, text, and graphics (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks"). The Content and Marks are protected by copyright, trademark, and other intellectual property laws. Your limited license: Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes. Except as expressly permitted, no part of the Services or Content may be copied, reproduced, republished, distributed, sold, or otherwise exploited without our express prior written permission. Customer Content: You retain all right, title, and interest in any data, information, or materials you submit through the Services ("Customer Content"). We may access, copy, display, modify, and use Customer Content only as needed to provide and maintain the Services. Submissions and feedback: If you send us any questions, comments, suggestions, ideas, or other feedback about the Services ("Submissions"), you agree that we may use such Submissions freely for any lawful purpose without compensation or attribution to you.

Subscriptions: Access to certain features of the Services may require a paid subscription. Subscription terms are typically for periods of 1, 2, or 3 years as specified in your order form or agreement with us. Billing and renewal: Your subscription will continue and automatically renew unless cancelled before the renewal date specified in your agreement. You authorize us to charge your payment method on file on a recurring basis according to the billing schedule in your order form, until you cancel. Cancellation: Cancellation terms are governed by your order form or separate written agreement. In general, cancellation will take effect at the end of your current paid term. Fees are non-refundable except as specifically provided in your agreement. Fee changes: We may change our fees from time to time and will communicate any price changes in accordance with applicable law and your agreement. Payment: All fees are in U.S. Dollars unless otherwise specified, and are exclusive of applicable taxes. You are responsible for all duties, taxes, and levies that apply to fees other than our income taxes.

You agree not to: use the Services in any way that violates applicable law or regulation; reverse engineer, decompile, or attempt to discover the source code of the Services; use the Services to develop a competing product or service; provide, sell, transfer, sublicense, or otherwise allow others to access or use the Services beyond the scope of your license; conduct security or vulnerability tests on the Services without our written authorization; interfere with or disrupt the operation of the Services; access accounts, data, or portions of the Services to which you do not have authorization; upload viruses, malicious code, or other harmful material; use any automated means (bots, scrapers, etc.) to access the Services without our authorization; harass, abuse, or harm another person through the Services; impersonate another person or misrepresent your affiliation with any person or entity; use the Services in connection with any high-risk activities, including but not limited to medical life-support, emergency response, autonomous vehicles, or nuclear facilities; or submit any prohibited data, including HIPAA-protected health information, financial account numbers, social security numbers, driver's license numbers, or GDPR special categories of data, unless specifically authorized in writing.

The Services may include features that use artificial intelligence or machine learning. Usage data and Customer Content may be used to develop, train, or enhance AI or ML models that are part of our products and services, including third-party components. However: usage data and Customer Content will be aggregated before being used for these purposes; we will use commercially reasonable efforts consistent with industry-standard technology to de-identify usage data and Customer Content before such use; and these uses do not reduce our obligations regarding personal data under applicable data protection laws. Due to the nature of AI and machine learning, information generated by these features may be incorrect or inaccurate. AI features are not human and are not a substitute for human oversight or judgment.

We may make beta, preview, or early-access features ("Beta Features") available to you. Beta Features are provided "AS IS" and without warranty of any kind. We make no representations about the availability, reliability, accuracy, or functionality of Beta Features, and we may modify or discontinue them at any time with or without notice. Our warranty obligations do not apply to Beta Features.

Our collection and use of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. The Services are hosted in the United States. If you access the Services from outside the United States, you consent to having your data transferred to and processed in the United States.

We retain Customer Content for the duration of your subscription. Upon termination of your subscription or upon your written request, we will delete Customer Content within 60 days, except where retention is required by applicable law or where data has been aggregated and de-identified.

We may suspend or terminate your access to the Services at any time, with or without notice, for any reason, including but not limited to breach of these Terms or violation of applicable law. Upon termination, your right to use the Services will immediately cease. If you have a separate written agreement with us, termination of that agreement is governed by its terms.

We reserve the right to change, modify, or remove the contents of the Services at any time and for any reason at our sole discretion. We cannot guarantee the Services will be available at all times and may experience interruptions, delays, or errors. We have no liability for any loss or inconvenience caused by your inability to access or use the Services during any downtime. We also reserve the right to modify these Terms at any time. We will notify you of any material changes by updating the "Last updated" date at the top of these Terms. Your continued use of the Services after such changes constitutes your acceptance of the updated Terms.

The Services are provided on an "as-is" and "as-available" basis. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We make no warranties or representations about the accuracy or completeness of the Services' content.

In no event will we be liable to you or any third party for any indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profits, lost revenue, or loss of data, arising from your use of the Services, even if we have been advised of the possibility of such damages. Our total liability to you for any cause whatsoever will not exceed the amount paid, if any, by you to us during the twelve (12) months immediately preceding the event giving rise to the claim. Some jurisdictions do not allow these limitations, so some or all of the above may not apply to you.

You agree to defend, indemnify, and hold harmless Merritt Performance, Inc., its affiliates, and its respective officers, directors, employees, and agents from and against any losses, damages, liabilities, claims, or expenses (including reasonable attorneys' fees) arising out of: (1) your use of the Services; (2) your breach of these Terms; (3) your violation of any law or third-party rights; or (4) any content you submit through the Services.

These Terms and your use of the Services are governed by the laws of the State of Delaware, without regard to its conflict of law principles. Any legal action or proceeding arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in Delaware, and you irrevocably submit to the exclusive jurisdiction of those courts.

By using the Services, you consent to receive electronic communications from us. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

If you are a California resident and have a complaint that is not satisfactorily resolved, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

These Terms, together with any other agreement you have entered into with us, constitute the entire agreement between you and us regarding the Services. Our failure to enforce any right or provision will not be considered a waiver of that right. If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets. You may not assign these Terms without our prior written consent. These Terms do not create any partnership, joint venture, agency, or employment relationship between you and us.

If you have questions about these Terms or the Services, please contact us at: Merritt Performance, Inc., 131 Continental Dr, Suite 305, Newark, DE 19713, United States. Email: amber@merritt.app.