Terms of Service

1. Acceptance and Eligibility

Please read these Terms of Service ("Terms") carefully before using Meridian Voyager CRM (the "Service"). These Terms constitute a legally binding agreement between you and Meridian Group (operated by AllianceOptimal LLC) ("Meridian," "we," "us," or "our"), a company organized under the laws of the State of Delaware, USA.

By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

You represent and warrant that you are at least 18 years of age and have the legal capacity to enter into this agreement. If you are accepting these Terms on behalf of an organization (such as a nonprofit or small business), you represent and warrant that you have the authority to bind that organization to these Terms, and references to "you" or "Customer" include that organization.

2. Definitions

• "Service" means the Meridian Voyager CRM software platform accessible at https://voyager.meridian-group.ai, including all features, applications, and related documentation we make available.
• "Customer" means any individual or organization that registers for and uses the Service.
• "Customer Data" means all data, records, content, and information that a Customer submits, imports, uploads, or creates within the Service, including contact records, donor information, giving history, project data, and related materials.
• "End Users" means the individuals whose information is stored in Customer Data (for example, a nonprofit's donors, a business's leads, or a team's contacts). End Users are not parties to these Terms.

3. Accounts and Customer Responsibilities

To use the Service, you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the accuracy of your account information and for updating it as needed.

You are responsible for maintaining the confidentiality of your account credentials, including your password, and for all activity that occurs under your account. You agree to immediately notify us at legal@meridian-group.ai of any unauthorized access to or use of your account. To the maximum extent permitted by applicable law, Meridian will not be liable for any loss or damage arising from your failure to safeguard your credentials or from any unauthorized use of your account that does not result from Meridian's own willful misconduct.

You are responsible for all activity conducted through your account, including the actions of your team members, employees, contractors, and any other individuals you grant access to your workspace. You are also responsible for obtaining all necessary consents from End Users whose information you store or process through the Service.

4. Acceptable Use Policy

You agree to use the Service only for lawful purposes and in accordance with these Terms. You may not:

• Use the Service for any illegal purpose or in violation of any applicable federal, state, local, or international law or regulation.
• Infringe the intellectual property rights, privacy rights, or other rights of any third party.
• Upload, transmit, or distribute any malware, viruses, ransomware, or other malicious code.
• Scrape, crawl, index, or systematically download data from the Service without our express written permission.
• Attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of the Service.
• Send unsolicited bulk communications or spam through the Service.
• Abuse, harass, threaten, impersonate, or intimidate any person.
• Circumvent or attempt to circumvent any technical limitations, access controls, rate limits, or security measures of the Service.
• Resell, sublicense, or otherwise make the Service available to third parties except as expressly permitted by these Terms.
• Interfere with or disrupt the integrity or performance of the Service or its underlying infrastructure.

We reserve the right to suspend or terminate accounts that violate this Acceptable Use Policy with or without notice, at our discretion.

5. Customer Data

As between you and Meridian, you retain all ownership and intellectual property rights in your Customer Data. You grant Meridian a limited, non-exclusive, worldwide, royalty-free license to host, store, process, and display Customer Data solely as necessary to provide, maintain, secure, and improve the Service for your benefit, and as otherwise permitted by these Terms and our Privacy Policy.

You are solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data you submit. You represent and warrant that you have all rights, licenses, consents, and authorizations necessary to provide Customer Data to us and to grant the license above, including any consents required from End Users under applicable privacy and data protection laws.

Meridian will not access, use, or disclose Customer Data except as necessary to provide the Service, as directed by you, as described in our Privacy Policy, or as required by applicable law. We do not sell Customer Data.

Your Backups. You are solely responsible for independently maintaining your own current backups of all Customer Data outside the Service. The export and download features of the Service are provided as a convenience only and do not constitute, and are not a substitute for, a backup, archival, or disaster-recovery service, and Meridian does not guarantee their availability, completeness, or accuracy. Meridian is not a data escrow, archival, or records-retention provider. To the maximum extent permitted by applicable law, Meridian will have no liability for any loss, deletion, corruption, or inaccessibility of Customer Data, and you waive any claim against Meridian arising from your failure to maintain independent backups.

6. Subscriptions and Billing

Free Trial

New Customers may access the Service for a free trial period of 60 days (two months) without providing a payment method. At the end of the free trial, you may choose to subscribe to a paid plan. If you do not subscribe, your access to premium features may be limited or your account may be downgraded at our discretion.

Paid Subscriptions

Paid subscriptions are billed on a recurring basis (monthly or annually, as selected at checkout). By subscribing, you authorize Meridian to charge your chosen payment method via Stripe on each billing date. All fees are stated in US dollars and are exclusive of applicable taxes unless otherwise noted. You are responsible for all applicable taxes associated with your subscription.

Auto-Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period; you will retain access to paid features through that date.

Price Changes

We may change subscription pricing at any time. We will provide at least 30 days' advance notice of any price increase by email or by a prominent notice within the Service. Your continued use of the Service after the price change takes effect constitutes your agreement to pay the updated price.

Refund Policy

Subscription fees are generally non-refundable. We do not provide refunds or credits for partial subscription periods, unused features, or account downgrades, except where required by applicable law. If you believe you were charged in error, please contact us at legal@meridian-group.ai within 30 days of the charge.

7. Third-Party Services

The Service integrates with and depends on certain third-party services, including Google (Calendar API), Stripe (payment processing), Vercel (hosting), Neon (database), and an SMTP email provider (transactional email). Your use of any third-party services is governed by those providers' own terms of service and privacy policies, which you are responsible for reviewing and accepting.

Meridian is not a party to your relationship with any third-party provider and is not responsible or liable for the acts, omissions, products, services, or content of any third party. If any third-party service becomes unavailable or changes its features or policies, Meridian will not be liable for resulting changes in the Service's functionality. Any such matters are subject to the disclaimers and limitations of liability in Sections 10 and 11.

8. Intellectual Property

The Service, including all software, technology, designs, interfaces, trademarks, trade names, logos, text, graphics, and related materials, is owned by or licensed to Meridian and is protected by applicable intellectual property laws. These Terms do not transfer any ownership or intellectual property rights in the Service to you.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term of your subscription solely for your internal business purposes in accordance with these Terms.

If you provide us with feedback, suggestions, ideas, or recommendations regarding the Service ("Feedback"), you grant Meridian a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and incorporate that Feedback into the Service or any future product, without any obligation of compensation or attribution to you.

9. Confidentiality

Each party may receive information from the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure ("Confidential Information"). Each party agrees to hold the other's Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care), and not to disclose it to third parties or use it for any purpose other than to fulfill its obligations or exercise its rights under these Terms. This obligation does not apply to information that is or becomes publicly known through no breach of these Terms, that was already known to the receiving party, or that is required to be disclosed by law. Customer Data is your Confidential Information; our handling of it is also governed by Section 5 and our Privacy Policy.

10. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available," without warranty of any kind.

Meridian expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Meridian does not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components. Meridian does not warrant that any information or data stored in or transmitted through the Service will be accurate, reliable, complete, retained, or secure. You acknowledge and agree that no method of electronic transmission or storage is completely secure, that cybersecurity threats evolve continuously, and that even reasonable and industry-standard security measures cannot guarantee that the Service or Customer Data will be free from unauthorized access, breach, loss, or corruption. Any security practices described in our Privacy Policy or elsewhere are descriptions of efforts, not guarantees or warranties, and do not create any contractual obligation or standard of care beyond what is required by applicable law. Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

No Service-Level Guarantee

The Service is provided without any service-level agreement or uptime, availability, response-time, or performance commitment of any kind unless Meridian and you have executed a separate written service-level agreement that expressly applies. Meridian may modify, suspend, throttle, or discontinue the Service or any feature, in whole or in part, at any time, with or without notice, and may perform scheduled or emergency maintenance. To the maximum extent permitted by applicable law, Meridian will not be liable for any unavailability of, or any modification to or discontinuation of, the Service or any feature.

No Professional Advice

The Service may generate or assist with documents and records including donation receipts, giving and contribution statements, invoices, quotes, ledgers, and financial reports. These are tools for your use, not professional advice. Meridian is not a law firm, accounting firm, tax advisor, financial advisor, or fiduciary, and nothing in the Service constitutes legal, tax, accounting, financial, or other professional advice. You are solely responsible for the accuracy, completeness, and legal and regulatory compliance of all documents, receipts, statements, filings, and records you create, send, or rely on using the Service, including compliance with applicable tax laws and charitable-solicitation and substantiation requirements. You should consult your own qualified professionals before relying on any output of the Service. To the maximum extent permitted by applicable law, Meridian disclaims all liability arising from your use of or reliance on any such output.

Beta and Preview Features

Meridian may offer features identified as beta, preview, early access, experimental, trial, or evaluation ("Beta Features"). Beta Features are provided "as is" and "as available" for evaluation only, may be changed or withdrawn at any time, may not function as intended, and are excluded from any commitment Meridian otherwise makes regarding the Service. To the maximum extent permitted by applicable law, Meridian will have no liability arising out of or relating to any Beta Feature, and your use of any Beta Feature is at your sole risk.

AI and Automated Features

Any artificial-intelligence, machine-learning, or automated features of the Service generate output probabilistically and may produce results that are inaccurate, incomplete, outdated, or otherwise unreliable. You are responsible for reviewing and verifying any such output before relying on or acting on it, and you must not rely on it as the sole basis for any decision with legal, financial, medical, or similarly significant consequences. To the maximum extent permitted by applicable law, Meridian disclaims all liability arising from your use of or reliance on any AI or automated output.

11. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Meridian, its affiliates, directors, officers, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or damages for loss of profits, revenue, data, business, goodwill, or other intangible losses, arising out of or related to your use of or inability to use the Service, even if Meridian has been advised of the possibility of such damages.

Without limiting the foregoing and to the maximum extent permitted by applicable law, Meridian will not be liable for any damages or losses arising out of or relating to: (i) any interruption, suspension, delay, degradation, or unavailability of the Service, including downtime, outages, or maintenance; (ii) any loss, deletion, corruption, inaccessibility, or failure to store or back up any Customer Data; (iii) any unauthorized access to, acquisition of, alteration of, or disclosure of Customer Data, or any security incident, breach, intrusion, malware, phishing, or attack, whether or not Meridian employed reasonable security measures; (iv) any act or omission of any third-party provider, including those listed in Section 7; and (v) any decision or action you take in reliance on the Service or its output. These limitations apply regardless of the legal theory on which any claim is based, whether in contract, tort (including negligence), strict liability, statute, or otherwise, regardless of whether Meridian has been advised of the possibility of such damages, and regardless of whether any limited remedy fails of its essential purpose.

In no event will Meridian's aggregate liability to you for all claims arising out of or related to these Terms or the Service exceed the greater of (a) the total fees you actually paid to Meridian in the twelve months immediately preceding the event giving rise to the claim or (b) one hundred US dollars (USD 100). This limit applies in the aggregate to all claims of every kind and is independent of the form of action, whether in contract, tort, statute, or otherwise, and the existence of more than one claim will not enlarge it.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations and exclusions may not apply to you. In such jurisdictions, Meridian's liability will be limited to the maximum extent permitted by applicable law.

Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under applicable law, including liability for fraud, gross negligence, or willful misconduct, or any non-waivable obligation under applicable data-protection law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Meridian and its affiliates, subsidiaries, officers, directors, employees, contractors, agents, licensors, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your Customer Data, including any allegation that such data infringes or violates a third party's intellectual property, privacy, or other rights; (c) your violation of these Terms; (d) your violation of any applicable law or regulation; or (e) your violation of any third party's rights. Meridian reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate with our defense.

Meridian will provide you with prompt written notice of any claim subject to indemnification (provided that failure to give prompt notice relieves you of your obligations only to the extent you are materially prejudiced). You may not settle any such claim in a manner that imposes any obligation or liability on Meridian, requires any admission by Meridian, or restricts Meridian's business, without Meridian's prior written consent. Your indemnification obligations under this Section survive termination of these Terms.

13. Term, Suspension, and Termination

Term

These Terms are effective from the date you first access or use the Service and remain in effect until terminated.

Suspension

Meridian may suspend your access to the Service immediately and without prior notice if we determine, in our sole discretion, that you have violated these Terms, that your account poses a security risk, or that continued access would harm Meridian, other customers, or third parties. We will attempt to notify you promptly following any suspension.

Termination

Either party may terminate these Terms for any reason upon notice to the other. Meridian may terminate for cause immediately if you materially breach these Terms (including non-payment of fees) and fail to cure such breach within five days of receiving written notice. You may terminate by canceling your account through the Service settings.

Effect of Termination

Upon termination of your account, your right to access the Service immediately ceases. For a period of 14 days following termination (unless termination was for cause), we will make Customer Data available for export upon request. After that data export window, we will use commercially reasonable efforts to delete Customer Data from our active production systems, subject to residual copies in routine backups, our Privacy Policy, and our legal retention obligations. Any provision of these Terms that by its nature should survive termination will survive, including Sections 3, 5, 6 (as to accrued and unpaid fees), 8, 9, 10, 11, 12, 14, and 16, together with any provisions disclaiming warranties, limiting liability, requiring backups, or disclaiming professional advice, beta features, or automated output.

14. Governing Law and Dispute Resolution

Governing Law

These Terms and any dispute arising out of or related to them or the Service are governed by the laws of the State of Delaware, USA, without regard to its conflict of laws principles.

Informal Resolution First

Before initiating any arbitration or court proceeding, the initiating party must first send a written notice of dispute to the other (to legal@meridian-group.ai for notices to Meridian) describing the claim and the relief sought, and the parties will negotiate in good faith for at least 60 days. This informal-resolution requirement is a condition precedent to commencing arbitration. Any applicable statute of limitations and filing deadline will be tolled during this period.

Binding Arbitration

Except as set forth below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service (including any question of arbitrability) will be resolved exclusively through final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The seat and venue of arbitration will be in the State of Delaware, USA. The arbitrator will apply Delaware law. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action and Jury Trial Waivers

You and Meridian each waive the right to bring or participate in any class action, collective action, class arbitration, or representative action. All disputes must be brought in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. You and Meridian each waive the right to a jury trial for any claim covered by these Terms.

30-Day Right to Opt Out of Arbitration

You may opt out of this arbitration agreement and the class-action waiver in Section 14 by sending written notice to legal@meridian-group.ai within 30 days after you first accept these Terms. Your notice must include your name, the email address associated with your account, and a clear statement that you wish to opt out of arbitration. If you opt out, neither you nor Meridian will be required to arbitrate, and disputes will be resolved in the state or federal courts located in Delaware, to whose exclusive jurisdiction you and Meridian consent. Opting out has no other effect on these Terms. If you do not opt out within 30 days, you agree to be bound by this arbitration agreement.

Batch Arbitration

If 25 or more similar arbitration demands are submitted by or with the assistance or coordination of the same or coordinated counsel or organizations, you and Meridian agree the demands will be administered in staged batches of no more than 50 at a time, with a single arbitrator per batch and a single set of filing fees per batch, and that the statute of limitations and any applicable filing-fee deadlines will be tolled for demands held in later batches. This provision is intended to promote efficient resolution and may be enforced by a court.

Small Claims Court Carve-Out

Notwithstanding the foregoing, either party may bring an individual claim in small claims court in the State of Delaware or the county where you reside, provided the claim qualifies and remains in small claims court.

15. Changes to These Terms

We may modify these Terms at any time. When we make material changes, we will notify you by email or by a prominent notice within the Service at least 14 days before the changes take effect. We will update the "Last updated" date at the top of this page when changes are posted. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Service and cancel your account before the effective date.

16. General Provisions

Entire Agreement

These Terms, together with our Privacy Policy and any applicable order forms or service addenda, constitute the entire agreement between you and Meridian with respect to the Service and supersede all prior or contemporaneous communications, proposals, or agreements between you and Meridian regarding the same subject matter.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms. The remaining provisions will continue in full force and effect.

No Waiver

Meridian's failure to enforce any provision of these Terms on one occasion will not constitute a waiver of Meridian's right to enforce that provision or any other provision in the future.

Assignment

You may not assign or transfer these Terms or any of your rights or obligations under them without Meridian's prior written consent. Any attempted assignment without consent is void. Meridian may freely assign these Terms, in whole or in part, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Meridian's assets, without your consent. These Terms are binding on and inure to the benefit of the parties and their respective permitted successors and assigns.

Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent such delay or failure is caused by circumstances beyond that party's reasonable control, including natural disasters, acts of government, epidemics, war, terrorism, labor disputes, cyberattacks, denial-of-service attacks, ransomware, unauthorized third-party access, failures or outages of third-party providers or of hosting, utility, or telecommunications infrastructure, or internet or telecommunications failures.

Notices

Notices to Meridian under these Terms must be sent by email to legal@meridian-group.ai. We may provide notices to you by email to the address associated with your account or by a notice posted within the Service. Notices are effective when sent.

Export Control

You represent and warrant that you are not located in, or a national or resident of, any country subject to a US government embargo, and that you are not on any US government list of prohibited or restricted parties. You agree to comply with all applicable US and international export control laws and regulations in connection with your use of the Service.

U.S. Government End Users

The Service is a "commercial item" as defined at 48 C.F.R. 2.101. If the Service is acquired by or on behalf of any agency of the US federal government, such agency's rights in the Service are limited to those granted to all other end users under these Terms, consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, as applicable.

Headings

Section headings in these Terms are included for convenience only and have no legal or contractual effect.

17. Contact Us

If you have questions or concerns about these Terms, please contact us at: