Legal

MeridianGrid General Terms and Conditions

These General Terms and Conditions (the "Terms") apply between MeridianGrid AB, reg. no. [●] ("MeridianGrid"), and the customer that orders, registers for, accepts, or uses the Service (the "Customer"). By accepting an order, creating an account, clicking to accept, or using the Service, the Customer enters into a binding agreement with MeridianGrid regarding the Service (the "Agreement").

If the parties have entered into an order form, order confirmation, quotation, statement of work, or other specific commercial arrangement regarding the Service (an "Order"), the Order will prevail over these Terms to the extent of any inconsistency.

1. Definitions

"Service" means MeridianGrid's software-as-a-service offering and related features, functionality, APIs, integrations, connectors, data processing, synchronization, export, reporting, and related services as made available by MeridianGrid from time to time.

"Customer Data" means any data, files, records, events, credentials, configuration settings, export instructions, workflows, or other materials that the Customer, its Users, or its third party providers submit to, make available to, or process through the Service, as well as data generated from the Customer's use of the Service.

"User" means an individual whom the Customer authorizes to access or use the Service on the Customer's behalf.

2. The Service and Subscription Right

Subject to the Agreement, MeridianGrid grants the Customer, during the applicable subscription term, a limited, non-exclusive, non-transferable, and non-sublicensable right to permit its Users to access and use the Service solely for the Customer's internal business operations.

The Service may only be used within the scope, capacity, features, environments, and use cases set out in the applicable Order or otherwise communicated by MeridianGrid from time to time.

MeridianGrid may update, modify, enhance, replace, or discontinue features of the Service from time to time. MeridianGrid will not, during a paid subscription term, materially reduce the core functionality of the Service without a valid business, technical, legal, or security reason. If MeridianGrid makes a material adverse change to the core functionality of the Service and does not provide a commercially reasonable substitute, the Customer may terminate the affected part of the Service and receive a pro rata refund of prepaid fees for the unused portion of the terminated subscription term.

Unless expressly agreed otherwise, the Agreement does not include any service level commitment, guaranteed uptime percentage, custom development, implementation services, or dedicated support undertaking. MeridianGrid will, however, provide the Service with commercially reasonable care and with customary operational and security measures for a service of this type.

Any beta, trial, proof-of-concept, evaluation, or free-of-charge features or services are provided on an "as is" and "as available" basis, and MeridianGrid may suspend, modify, or discontinue them at any time without liability.

3. Customer Responsibilities

The Customer is solely responsible for the accuracy, quality, legality, integrity, and rightfulness of Customer Data and for ensuring that it has all necessary rights, consents, permissions, notices, and contractual arrangements required to connect data sources, target systems, APIs, applications, databases, payment platforms, advertising platforms, and other third party services to the Service.

The Customer is responsible for its Users, credentials, security settings, API keys, tokens, internal workflows, approval flows, exports, and configuration of the Service. The Customer shall apply the principle of least privilege and grant only the access necessary for the intended use case.

The Customer is solely responsible for evaluating whether the Service, any outputs from the Service, and any data exported from the Service are suitable for the Customer's business, compliance, reporting, automation, operational, or decision-making purposes.

4. Third Party Integrations, Data Flows, and Exports

The Service may depend on third party providers, source systems, target systems, payment systems, advertising platforms, cloud infrastructure, APIs, connectors, and other external systems. The Customer acknowledges that data availability, data completeness, data quality, functionality, and timeliness may depend in whole or in part on such third party services.

MeridianGrid is not responsible for the availability, acts, omissions, changes, outages, deprecations, discontinuations, delays, rate limits, authentication requirements, data models, API responses, policies, fees, or other conditions of any third party service. Such circumstances will not in themselves constitute a defect in the Service.

The Customer is solely responsible for all agreements, costs, obligations, permissions, and restrictions applicable between the Customer and any third party provider, and for any use of exported data after it leaves the Service.

MeridianGrid may implement and enforce reasonable technical limitations, usage thresholds, rate limits, traffic shaping, throttling, export restrictions, storage limits, and other protective measures in order to safeguard the Service, other customers, third party systems, or MeridianGrid's infrastructure.

5. Permitted Use and Restrictions

The Customer may not, and may not permit any other person to, (i) copy, sell, resell, license, sublicense, lease, rent, distribute, or otherwise make the Service available to any third party except as expressly permitted under the Agreement, (ii) circumvent or attempt to circumvent any security measure, access control, or usage restriction, (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Service except to the extent such restriction is prohibited by mandatory law, (iv) use the Service in violation of law or third party rights, or (v) use the Service in a way that damages, disables, overloads, interferes with, or disrupts the Service or connected systems.

The Customer may not use the Service for abusive or disproportionate exports, scraping, excessive API calls, unauthorized load generation, or automated workflows that create unreasonable strain on the Service or third party systems.

If MeridianGrid reasonably determines that the Customer's use creates a security risk, legal risk, credit risk, compliance issue, system load issue, or risk of harm to MeridianGrid, any other customer, or any third party, MeridianGrid may, without liability, limit capacity, throttle traffic, suspend exports, suspend access to the Service, or take other protective action. Where reasonably practicable, MeridianGrid will give prior notice and an opportunity to cure.

6. Customer Data, Personal Data, Security, Retention, and Deletion

As between the parties, the Customer retains all rights in and to Customer Data. The Customer grants MeridianGrid and its subprocessors the rights necessary to host, copy, transmit, process, transform, store, export, disclose, and otherwise use Customer Data as required to provide, secure, maintain, support, improve, and troubleshoot the Service and to perform the Agreement.

MeridianGrid may collect and use technical, operational, usage, log, telemetry, and performance data relating to the Service in order to operate, secure, support, improve, and analyze the Service. MeridianGrid may also use such data in aggregated or de-identified form for analytics, benchmarking, product development, security, and business purposes.

MeridianGrid will implement commercially reasonable technical and organizational security measures designed to protect Customer Data against unauthorized access, loss, destruction, or alteration.

MeridianGrid may use affiliates and third party subcontractors, including hosting, infrastructure, support, and security providers, in connection with the Service and will remain responsible for such subcontractors to the same extent as for its own personnel under the Agreement.

To the extent MeridianGrid processes personal data on the Customer's behalf as a processor, the parties shall enter into a data processing agreement if and to the extent required by applicable data protection law. The Customer is solely responsible for ensuring that any transfer of personal data to the Service has a valid legal basis and complies with applicable law.

During the subscription term, the Customer may export Customer Data using the export functionality then made available by MeridianGrid. Unless otherwise agreed in writing, Customer Data will normally remain available for export for thirty (30) days following termination or expiration of the relevant subscription.

Following that period, MeridianGrid may delete Customer Data from production systems without further notice. Customer Data contained in backups, archives, logs, or disaster recovery systems may be deleted in accordance with MeridianGrid's ordinary retention and deletion cycles, normally within ninety (90) days, unless longer retention is required by law or reasonably necessary to enforce the Agreement or resolve a dispute.

7. Intellectual Property Rights

MeridianGrid and its licensors own and retain all right, title, and interest in and to the Service, its software, APIs, documentation, interfaces, workflows, templates, methods, know-how, improvements, and all related intellectual property rights. Except for the limited access right expressly granted in the Agreement, no rights are granted to the Customer.

If the Customer provides any suggestions, ideas, recommendations, or feedback relating to the Service, MeridianGrid may use, copy, modify, and exploit such feedback without restriction or payment, provided that MeridianGrid does not disclose the Customer's Confidential Information in doing so.

8. Fees and Payment

The Customer shall pay the fees set out in the applicable Order or otherwise agreed with MeridianGrid. Unless otherwise stated, recurring subscription fees are invoiced in advance and usage-based or variable fees may be invoiced in arrears.

Payment terms are thirty (30) days from the invoice date. Late payments bear default interest in accordance with the Swedish Interest Act (Sw. räntelagen) and the Customer shall reimburse MeridianGrid for reasonable collection costs.

All fees are exclusive of VAT and other similar taxes, duties, or charges. The Customer is responsible for such taxes, duties, and charges, excluding taxes based on MeridianGrid's net income.

Unless expressly stated otherwise in the Agreement, all commitments are non-cancellable and all fees are non-refundable, except where the Agreement expressly provides otherwise.

MeridianGrid may change fees for any renewal term by giving at least thirty (30) days' prior notice. Continued use of the Service after the start of the renewal term constitutes acceptance of the updated fees.

9. Confidentiality

Neither party may use or disclose the other party's Confidential Information except as necessary to perform the Agreement or exercise its rights under the Agreement. "Confidential Information" means any information that should reasonably be understood to be confidential given the nature of the information or the circumstances of disclosure, including Customer Data, non-public technical information, security-related information, and commercial terms.

Confidential Information does not include information that the receiving party can demonstrate (i) is or becomes public through no breach of the Agreement, (ii) was already lawfully known to the receiving party without restriction, (iii) was lawfully received from a third party without restriction, or (iv) was independently developed without use of the disclosing party's Confidential Information.

A party may disclose Confidential Information to the extent required by law, regulation, court order, arbitral proceeding, or governmental request, provided that the disclosing party, to the extent legally permitted, gives prior notice to the other party.

10. Warranties and Disclaimers

Each party represents that it has the authority to enter into the Agreement. MeridianGrid warrants only that the Service will perform in all material respects in accordance with MeridianGrid's then-current documentation for the Service.

The Customer's sole and exclusive remedy, and MeridianGrid's sole obligation, for a breach of the warranty in this Section is that MeridianGrid shall be given a reasonable opportunity to correct the non-conformity. If MeridianGrid does not correct a material non-conformity within a reasonable time, the Customer may terminate the affected part of the Service and receive a pro rata refund of prepaid fees for the unused portion of the terminated subscription term.

Except as expressly set out in the Agreement, and to the maximum extent permitted by applicable law, the Service and all related services, outputs, integrations, APIs, beta features, trial features, and free features are provided "as is" and "as available". MeridianGrid disclaims all other warranties, representations, conditions, and undertakings, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, completeness, or uninterrupted or error-free operation.

MeridianGrid does not warrant that the Service will meet the Customer's requirements, produce any particular business result, be compatible with any third party service, or prevent all downtime, errors, delays, data loss, data corruption, or security incidents.

11. Third Party Claims

MeridianGrid will defend the Customer against any third party claim alleging that the Service, as provided by MeridianGrid and used by the Customer in accordance with the Agreement, directly infringes a copyright, patent, trademark, or trade secret right enforceable in Sweden or the European Union, and MeridianGrid will pay damages finally awarded by a court or arbitral tribunal, or agreed in settlement by MeridianGrid, with respect to such claim.

MeridianGrid will have no liability under this Section to the extent the claim arises from Customer Data, the Customer's configurations, the Customer's workflows, the Customer's combination of the Service with items not provided by MeridianGrid, modifications made by anyone other than MeridianGrid, continued use after MeridianGrid has offered a non-infringing alternative, or any beta, trial, proof-of-concept, or free feature.

If the Service becomes, or MeridianGrid reasonably believes it is likely to become, subject to such a claim, MeridianGrid may, at its option, procure the right for the Customer to continue using the Service, modify or replace the Service so that it becomes non-infringing, or terminate the affected part of the Service and refund the unused prepaid fees for the affected part. This Section states MeridianGrid's sole and exclusive liability, and the Customer's sole and exclusive remedy, for any third party intellectual property claim.

The Customer will defend, indemnify, and hold harmless MeridianGrid against third party claims arising out of or relating to Customer Data, the Customer's use of the Service in breach of the Agreement, or the Customer's connections to or use of third party services. An indemnified party shall give prompt notice, allow the indemnifying party to control the defense and settlement, and provide reasonable cooperation.

12. Limitation of Liability

To the maximum extent permitted by applicable law, MeridianGrid and its affiliates, licensors, subcontractors, and suppliers will not be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, or for any loss of profits, revenue, savings, goodwill, business opportunity, data, contracts, or business interruption, arising out of or in connection with the Agreement or the Service, regardless of the cause of action and even if advised of the possibility of such damages.

Without limiting the foregoing, and to the maximum extent permitted by applicable law, MeridianGrid will have no liability for any loss, damage, cost, or claim arising from or relating to (i) third party services, APIs, or infrastructure, (ii) the Customer's configurations, credentials, access rights, workflows, exports, or automations, (iii) Customer Data or the accuracy, completeness, legality, or availability of Customer Data, (iv) decisions or actions taken by the Customer or any third party based on outputs from the Service, or (v) any suspension, throttling, or protective measure taken by MeridianGrid in accordance with the Agreement.

To the maximum extent permitted by applicable law, MeridianGrid's aggregate liability arising out of or in connection with the Agreement, the Service, or any Order, whether in contract, tort (including negligence), statute, indemnity, restitution, or otherwise, will not exceed an amount equal to the fees paid or payable by the Customer for the Service during the three (3) months immediately preceding the event giving rise to the claim.

The exclusions and limitations in this Agreement apply collectively to all claims and causes of action and form an essential basis of the bargain between the parties. The limitations apply notwithstanding failure of essential purpose and apply to the maximum extent permitted by law.

Nothing in the Agreement limits liability to the extent such limitation is prohibited by mandatory law.

13. Term, Termination, and Effect of Termination

The Agreement starts when the Customer accepts the Terms or first uses the Service and continues until terminated in accordance with the Agreement or the applicable Order. Unless otherwise stated in the applicable Order, each subscription renews automatically for successive periods equal to the initial subscription period unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term.

Either party may terminate the Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice. MeridianGrid may suspend or terminate the Service immediately if the Customer is overdue with payment and does not pay within ten (10) days after reminder, or if the Customer's use creates a material security, legal, or operational risk.

Upon expiration or termination, the Customer's right to access and use the Service will cease immediately, except for any limited access reasonably required to export Customer Data during the export period described in Section 6. Accrued payment obligations and provisions that by their nature should survive shall survive termination, including provisions relating to confidentiality, intellectual property, disclaimers, limitations of liability, indemnities, payment, and dispute resolution.

14. Miscellaneous

MeridianGrid may use subcontractors and may assign the Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its business or assets relating to the Service. The Customer may not assign the Agreement without MeridianGrid's prior written consent.

Neither party will be liable for delay or failure to perform any obligation other than payment obligations to the extent caused by circumstances beyond its reasonable control and which it could not reasonably have avoided or overcome.

If any provision of the Agreement is found invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be replaced by a valid provision that most closely reflects its commercial intent.

Notices under the Agreement may be sent by email to the most recently designated contact address of the receiving party and will be deemed received on the next business day after sending unless the sender receives a delivery failure notice.

MeridianGrid may update these Terms from time to time. Unless an earlier effective date is required by law, security requirements, or regulatory reasons, any update will take effect at the start of the next renewal term. If the Customer does not accept an update, the Customer must stop using the Service and terminate the applicable subscription before the renewal term begins.

The Agreement is governed by the substantive laws of Sweden, excluding its conflict of laws rules.

Any dispute arising out of or in connection with the Agreement shall be finally settled by arbitration administered by the SCC Arbitration Institute in accordance with the SCC Rules for Expedited Arbitrations. The seat of arbitration shall be Stockholm, Sweden, and the language of the proceedings shall be English. Notwithstanding the foregoing, either party may seek payment orders for due and undisputed amounts or interim measures from a competent court.