Terms of Service | Meridian

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AND CONFIRM YOUR ACCEPTANCE BEFORE AVAILING OUR SERVICES

These Terms of Service describe the Services we will provide to you, how we will work together, and other aspects of our business relationship.

We request you to read the terms below carefully before confirming your acceptance thereof. Upon your acceptance, these Terms of Service form a legally binding agreement between you and Reckit, Inc. Our Services are available to you only upon your acceptance of these Terms of Service.

If any of the terms are not acceptable to you, please do not proceed to use any of our Services. BY ACCESSING OR USING OUR SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY ALL THE APPLICABLE TERMS OF SERVICE.

We periodically update these terms, and we will notify you of changes through the Meridian application used to access your Subscription Services (if applicable) and by posting a revised copy on our website. You agree to review these Terms of Service regularly to ensure compliance.

DEFINITIONS

1.1. “Meridian,” “Reckit,” “we,” “us,” or “our” refers to Reckit, Inc., a Delaware corporation with its registered office at 281 Blackland Road NW, Atlanta, GA 30342.
1.2. “You,” “your,” or “Customer” refers to an individual or legal entity signing up for Services from us, irrespective of the nature or duration of the Services. Customer details, including the contracting entity and authorized representative, are as provided in the accompanying Order Form.
1.3. “Affiliate” refers to:

Any entity holding or controlled by 50% or more of the paid-up share capital or under common control with a party; or
For individuals, any relative as defined by applicable laws.
“Control” refers to ownership of over 50% voting power or the ability to direct financial or operating policies through ownership, governance, or agreement.

1.4. “Acceptable Use Policy” or “AUP” refers to our Acceptable Use Policy.
1.5. “Billing Cycle” refers to the duration for which billing is conducted, as indicated in the Order Form (e.g., monthly, quarterly, or annually).
1.6. “Consulting Services” refers to professional services provided by Reckit, such as training, installation, or integration, as specified in applicable Order Forms.
1.7. “Customer Data” refers to any information submitted by the Customer to the Meridian Platform.
1.8. “Disclosing Party” is defined in Clause 6.1.1.
1.9. “Effective Date” refers to the date of your acceptance of these Terms of Service.
1.10. “Force Majeure” refers to events beyond Reckit’s reasonable control, including war, pandemics, cyber-attacks, or regulatory changes affecting Services.
1.11. “Meridian Platform” shall mean the suite of applications available at https://meridianverified.com or any of its sub-domains or any other URL/location made available by Reckit, Inc.
1.12. “Order Form” refers to the form specifying Customer details, Services, pricing, and terms. Updates or modifications require mutual consent.
1.13. “Person” refers to any individual, organization, corporation, trust, or governmental entity.
1.14. “Planned Downtime” refers to scheduled maintenance periods for the Meridian Platform, typically during non-business hours with 24 hours’ notice.
1.15. “Receiving Party” is defined in Clause 6.1.1.
1.16. “Service Fees” refers to amounts payable by the Customer for using Services.
1.17. “Services” collectively refers to Subscription Services and Consulting Services.
1.18. “Start Date” refers to the commencement date of Subscription Services.
1.19. “Subscription Fees” refers to fees for Subscription Services.
1.20. “Subscription Services” refers to access provisions to the Meridian Platform based on the scope and features subscribed to.
1.21. “Subscription Term” refers to the initial term of Subscription Services starting from the Start Date, including any renewals.
1.22. “Users” refers to individuals authorized by the Customer to access Subscription Services.

SCOPE OF SERVICES

2.1 Subscription Services

2.1.1. During the Subscription Term, we will grant the Customer a non-transferable, non-exclusive, worldwide right to permit Users authorized by the Customer to access and use the Meridian Platform for its internal business purposes in accordance with these Terms of Service, the relevant Order Form, and all applicable laws and regulations. The Customer shall not use this right, or permit it to be used, for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication.

2.1.2. You may subscribe to additional features of the Subscription Services (whether existing or new features) at any time by executing an additional Order Form.

2.1.3. We may update the Meridian Platform from time to time without adversely affecting the Subscription Services. However, we are under no binding obligation to release new features or updates. We make no representations about future features or functionalities, regardless of any public announcements or comments.

2.1.4. Subscription Services will not be available during Planned Downtime or Force Majeure.

2.2 Consulting Services

2.2.1. Consulting Services will be provided in accordance with the relevant Order Form. Unless otherwise agreed, Consulting Services will be performed remotely and rendered in English.

2.3 Third-Party Service Providers or Third-Party Software

2.3.1. We may use third-party service providers, including application and hosting service providers, to render any of the Services without seeking further consent from you. However, we will remain responsible for such Services. Meridian is not responsible for any third-party service providers engaged by you or third-party software procured by you, whether with or without our consent, even if integrated with our Services.

USE OF SUBSCRIPTION SERVICES

3.1 Acceptable Use

3.1.1. You agree to comply with the Acceptable Use Policy. Specifically, you will not:
3.1.1.1. Use or launch any automated system, including “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given time than a human can reasonably produce using a conventional browser.
3.1.1.2. Use the Subscription Services in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Subscription Services.
3.1.1.3. Attempt to gain unauthorized access to the Subscription Services.
3.1.1.4. Make the Services available to anyone other than authorized Users.
3.1.1.5. Sell, resell, rent, or lease the Services unless explicitly permitted in the relevant Order Form.
3.1.1.6. Use the Services to store or transmit infringing, libelous, or otherwise unlawful material, or material violating third-party privacy rights.
3.1.1.7. Use the Services to store or transmit malicious code.
3.1.1.8. Access the Subscription Services other than through the interface provided by us.
3.1.1.9. Create derivative works based on the Services or Software unless explicitly authorized by us.
3.1.1.10. Reverse engineer the Services or Software, or access the Services to:

(a) Build a competitive product or service, or
(b) Copy any features, functions, or graphics of the Services.
3.1.1.11. Use the Subscription Services for any unlawful purpose or in any manner prohibited under applicable laws or these Terms of Service.

3.2 Service Usage Limitations

3.2.1. The scope of the Subscription Services (e.g., number of Users, emails sent per month, or contacts managed) will be set out in the relevant Order Form.

3.2.2. We reserve the right to monitor your usage of the Subscription Services to ensure it complies with the relevant Service usage limitations. Any overuse, if technically permitted, will be brought to your notice and may result in pro-rata additional billing, suspension of Subscription Services, or both.

3.3 Intimation of Unauthorized Use

3.3.1. You are responsible for ensuring that the Subscription Services are used in accordance with these Terms of Service. You must notify us immediately of any unauthorized use of your account, or of Users’ identifications and passwords, by sending an email to [email protected].

FEES AND PAYMENT TERMS

4.1 Subscription Fees

4.1.1. Subscription Fees

For Subscription Services, you will pay the Subscription Fees set out in the relevant Order Form. The Subscription Fees will remain fixed during the Subscription Term unless:
- There is an overuse of Subscription Services, exceeding the limits specified in the Order Form (e.g., maximum contacts, email send limits, visits, or Users).
- You upgrade products or base packages.
- You subscribe to additional or new features, packages, or products, including additional contacts.
In cases of overuse, we reserve the right to charge an additional pro-rata fee for the excess usage. You will also have the option to modify the relevant Order Form to enhance usage limits prospectively.
Additional fees for new features or Subscription Services will be charged pro-rata for the remaining Subscription Term.
Subscription Fees enable you to use the Subscription Services during the Subscription Term. We do not provide refunds for underutilization or discontinued usage of Subscription Services during the Subscription Term.
Subscription Fees will remain unchanged during the Subscription Term of the Order Form but are subject to escalation at renewal, as specified in the Order Form.
Downgrades to the product or base package must be communicated with at least 90 days’ prior written notice and are subject to mutual agreement.

4.1.2. Consulting Fees and Expenses

Fees for Consulting Services will be outlined in the relevant Order Form.
For on-site Consulting Services, you will reimburse all expenses incurred in connection with rendering the services.

4.1.3. Payment Terms

All Subscription Fees are due and payable in advance throughout the Subscription Term, prior to the start of the relevant Billing Cycle as specified in the Order Form.
Fees for Consulting Services must be paid in advance of their commencement.
For Subscription Services procured for a partial month at the start of the Subscription Term, fees will be charged pro-rata.
All other payment terms will be as outlined in the relevant Order Form.
Service Fees are non-refundable, and payment obligations under the Order Form are non-cancellable unless explicitly stated otherwise in the Order Form.

4.1.4. Invoicing

Invoices will be issued prior to the start of the initial Subscription Term and before delivering Consulting Services, if applicable. Subsequently, invoices will be issued no more than 45 days before each Billing Cycle, renewal, or as otherwise required.
Payments must be made within 15 days from the invoice date unless otherwise specified in the Order Form.
Delayed payments are subject to interest at either 1.5% per month or the maximum permissible by law, whichever is higher.

4.1.5. Taxes

Service Fees are exclusive of applicable taxes, levies, and other charges, which will be borne by the Customer.
If you are required to withhold or deduct any tax, you must pay the deducted amount as required by law and ensure that Meridian receives the full payment amount as if no deduction was made.

OWNERSHIP AND PROPRIETARY RIGHTS

5.1 Meridian Rights

5.1.1. We own or hold rights to all worldwide intellectual property associated with the Meridian Platform and Services, including customizations, derivatives, adaptations, or improvements, as well as copyrights, patents, trademarks, service marks, and trade secrets.

Suggestions, enhancement requests, feedback, and other inputs provided by you regarding the Meridian Platform or Services will be owned by us. You assign all such rights to us perpetually, worldwide, and royalty-free.
You will execute necessary documents, at our expense, to formalize this assignment.

5.2 Customer Rights

5.2.1. You retain ownership rights over all Customer Data and grant us and our licensors a worldwide, limited, non-exclusive license to access and use the data for rendering Services.

You are solely responsible for the accuracy, quality, legality, reliability, and intellectual property ownership of the Customer Data.

5.3 Using Customer’s Name and Logo

5.3.1. You permit us to use your name, website address, and logo in our marketing materials, including on our website, email campaigns, and brochures, both during and after active engagement.

CONFIDENTIALITY

6.1 Confidential Information

6.1.1. Definition:
“Confidential Information” means all confidential information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Customer’s Confidential Information includes Customer Data.
Meridian’s Confidential Information includes the Meridian Platform and Services.
Confidential Information of each party includes the terms of these Terms of Service, all Order Forms, business and marketing plans, technical information, product plans, designs, and business processes.

Confidential Information does not include information that:

(i) Is or becomes publicly known without breach of any obligation owed to the Disclosing Party.
(ii) Was known to the Receiving Party prior to disclosure without breach of any obligation owed to the Disclosing Party.
(iii) Is received from a third party without breach of any obligation owed to the Disclosing Party.
(iv) Was independently developed by the Receiving Party.

6.2 Protection of Confidential Information

6.2.1. The Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of similar nature, but not less than reasonable care. Confidential Information will only be used for purposes within the scope of these Terms of Service.

6.2.2. Access to Confidential Information will be limited to employees, consultants, contractors, and agents of the Receiving Party who need such access for purposes consistent with these Terms of Service and are bound by confidentiality obligations at least as stringent as those herein.

6.3 Survival

The provisions of this Clause 6 (Confidentiality) shall survive the expiry or termination of these Terms of Service.

CUSTOMER DATA PROTECTION

7.1 Organizational and Technical Safeguards

We will maintain industry-standard organizational and technical safeguards to protect the security, confidentiality, and integrity of Customer Data. Processing of Customer Data will only occur for the purposes of rendering Services, in accordance with our privacy policy at Reckitplus.com/privacy-policy.

7.2 Compliance with Local Laws

We do not determine whether Customer Data is subject to specific local laws or regulations. If you require specific measures for compliance, you must notify us, and we will mutually agree on feasibility, scope, and pricing.

7.3 Roles under Data Privacy Laws

You, as the collector and processor of Customer Data, are the controller.
We act as the processor for applicable data privacy laws.
You are responsible for ensuring compliance with data protection laws for the collection and transfer of personal data.

7.4 Aggregate Data Monitoring

We may monitor the usage of Subscription Services in an aggregate and anonymous manner without publishing personally identifiable information.

TERM, RENEWAL, SUSPENSION, AND TERMINATION

8.1 Term of Agreement

These Terms of Service are effective as of the Effective Date and remain binding until all obligations are fulfilled, unless terminated earlier in accordance with these terms.

8.2 Subscription Term and Renewal

The Subscription Term begins on the Start Date specified in the relevant Order Form and remains valid for the period stated therein. The Subscription Term will automatically renew for the same duration or one year, whichever is longer, unless:

(i) A non-renewal notice is sent to [email protected] at least 15 days prior to renewal.
(ii) A new Order Form specifies a different Billing Cycle.

New products or functionalities added during the Subscription Term will renew along with the Subscription Term unless otherwise specified.

8.3 Term for Consulting Services

The term of Consulting Services will be as outlined in the relevant Order Form. Recurring Consulting Services are considered part of the Subscription Term and will renew accordingly.

8.4 No Termination without Cause

Neither party may terminate these Terms of Service or an Order Form without cause or for convenience.

If you discontinue using Services before the term ends, Meridian is not liable to refund Service Fees.
You are obligated to pay all Service Fees for the remainder of the Subscription Term.

8.5 Suspension of Services

8.5.1. We may suspend access to your account with 15 days’ prior written notice if payments remain due after the payment period.

8.5.2. Immediate suspension may occur if:

(i) There is unauthorized access to your account.
(ii) You violate the Acceptable Use Policy.
(iii) Your usage violates applicable laws or regulations.
(iv) Your usage poses a risk to the Meridian Platform or its users.

8.5.3. Suspension due to non-payment does not waive your payment obligations for the remainder of the term.

8.5.4. If the cause of suspension persists for 15 days, Meridian may terminate the Terms of Service or Order Form, without prejudice to other available remedies.

8.6 Termination for Cause

Either party may terminate for cause:

(i) Upon 30 days’ prior written notice of a material breach that remains uncured.
(ii) Immediately if the other party becomes subject to insolvency, bankruptcy, or liquidation proceedings that are not stayed within six months.

8.7 Consequences of Expiry or Termination

8.7.1. Upon expiry or termination, you must pay all outstanding amounts immediately.

If termination is due to Meridian’s material breach, a pro-rata refund will be provided for the unused Subscription Term.

8.7.2. For 30 days after termination, Meridian will retain Customer Data. During this time, you can:

(i) Export Customer Data.
(ii) Request an extended retention period for an additional fee.

After this period, Meridian will permanently delete all Customer Data, and you agree we are not liable for such deletion.

8.7.3. Any terms intended to survive termination will remain in effect.

INDEMNITY

9.1 Defense and Indemnification

Either party shall defend, indemnify, and hold the other party harmless against any loss, damage, or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings brought against the other party arising from:

(i) Breach of the representations and warranties set forth in these Terms of Service.
(ii) Claims by a third party alleging that the use of the Services as contemplated hereunder infringes on intellectual property rights or data privacy rights.

Conditions for Indemnification:

(a) The indemnified party must promptly provide written notice of the claim to the indemnifying party.
(b) The indemnifying party must have control over the defense and settlement of the claim (provided the settlement does not impose liability on the indemnified party without unconditional release).
(c) The indemnified party must provide all reasonable assistance to the indemnifying party at the indemnifying party’s expense.

DISCLAIMERS & LIMITATIONS OF LIABILITY

10.1 Disclaimer of Warranties

10.1.1. Except as expressly provided herein, the Services are provided “AS IS”, and Meridian, to the extent permitted by law, makes no representations or warranties about the suitability, reliability, availability, timeliness, security, or accuracy of the Services or data made available through the Services.

10.2 Limitation of Liability

10.2.1. In no event shall either party, its directors, officers, or affiliates, be liable for:

(i) Loss of profit, business, opportunity, revenue, reputation, or goodwill, whether actual or anticipated.
(ii) Loss, theft, or corruption of data.
(iii) Any special, punitive, indirect, consequential, or incidental damages (including substitution of services), even if advised of the possibility of such damages, and regardless of legal theory (contract, negligence, tort, strict liability, etc.).

The cumulative liability of either party (excluding payment obligations) shall not exceed the lesser of:

The amount paid or payable by the Customer to Meridian in the six (6) months preceding the claim.
USD 5,000 (Five Thousand Dollars).

EXPORT CONTROL

11.1 Compliance with Export Laws

These Terms of Service are subject to restrictions concerning the export of products or technical information from the United States or other applicable jurisdictions.

Neither party will export, directly or indirectly, any technical information or products using such information without prior written consent from the relevant governmental authority, as required by law.

ANTI-CORRUPTION

12.1 Representation and Warranty

The Customer represents and warrants that neither the Customer nor any agent or other person acting on their behalf has:

(i) Directly or indirectly used funds for unlawful contributions, gifts, entertainment, or other expenses related to political activity.
(ii) Made unlawful payments to government officials or employees or political parties/campaigns, domestic or foreign.
(iii) Failed to disclose contributions made in violation of law.

GENERAL PROVISIONS

13.1 Force Majeure

Neither party shall be responsible for failure or delay in performance caused by Force Majeure, except for payment obligations. Each party will use reasonable efforts to mitigate the effects of a Force Majeure event. Service Fees shall not accrue for the period during which Services are not rendered due to Force Majeure.

13.2 Compelled Disclosure

Meridian reserves the right to disclose any information, including Customer Data and Confidential Information, as required by applicable law, regulation, legal process, or governmental request. When permissible, Meridian will provide prior notice to the Customer.

13.3 Severability

If any provision of these Terms of Service is held to be contrary to law, invalid, void, or unenforceable, the remaining provisions shall remain in full force and effect. The parties will negotiate in good faith to amend the invalid provision to reflect its intended purpose within the bounds of applicable law.

13.4 Relationship Between the Parties

No joint venture, partnership, employment, or agency relationship is created between Meridian and the Customer as a result of these Terms of Service or the use of the Services.

13.5 Assignment

Either party may assign its rights under these Terms of Service in the event of a merger, reorganization, or acquisition of all or substantially all of its assets. In all other cases, prior written consent from the other party is required, and such consent shall not be unreasonably withheld.

13.6 No Waiver

Any waiver of a breach of these Terms of Service must be specific and in writing. Such waiver shall not operate as a waiver of any other or future breach.

13.7 Notice

All notices or communications required under these Terms of Service must be in writing and delivered by hand, courier, or registered post with acknowledgment due. Notices shall be effective upon receipt. Notices regarding Services, overuse, or payments may be sent by email.

If to the Customer:

Customer Name, Address, and Email ID as per the Order Form.

If to Meridian:

Attn: Legal Department
Reckit, Inc.
281 Blackland Road NW
Atlanta, GA 30342
Email: [email protected]

13.8 Governing Law and Dispute Resolution

The governing law and jurisdiction shall be as per the Order Form.
If no governing law is specified, these Terms of Service will be governed by and construed in accordance with the laws of the United States of America.

Dispute Resolution Process:

The parties will attempt to resolve disputes through good-faith negotiations.
If a resolution cannot be reached, disputes will be submitted to binding arbitration, administered by an arbitration provider agreed upon by the parties, in accordance with the provider’s applicable arbitration rules.
Arbitration will be conducted by a sole arbitrator, with the legal seat in Atlanta, Georgia, and governed by the Federal Arbitration Act (FAA) and other applicable U.S. laws.
The arbitration proceedings will be conducted in English.
Unless otherwise agreed by the parties, arbitration will be conducted virtually. If deemed necessary by the arbitrator, in-person proceedings may be held, with the venue determined by the arbitrator based on convenience and case circumstances.

13.9 Entire Agreement

These Terms of Service, along with annexures, Order Forms, modifications, or addenda, constitute the entire agreement between the parties. This agreement supersedes all prior agreements, representations, or proposals, written or oral. Additional or differing terms in purchase orders or correspondence will not be binding on Meridian. Modifications to Order Forms must be in writing and mutually agreed upon.

13.10 Order of Precedence

In the event of a conflict between these Terms of Service and an Order Form, the Order Form will take precedence solely for its subject matter.

13.11 Contact Information

For any inquiries, contact us at [email protected].