These Master Terms of Service (the "Terms") govern access to and use of every software product made available by Meridian Group, a company organized under the laws of the State of New Mexico with its address at 1209 Mountain Road Pl NE, Ste N, Albuquerque, NM 87110 ("Meridian Group," "we," "us," or "our"). The products covered are listed in Schedule A.
Meridian Group is the sole contracting party. Every Service is provided by Meridian Group and by no other entity. No affiliate, parent, subsidiary, trade name, brand name, product name, or third-party account name under which software or content may be developed, hosted, or published is a party to these Terms, and no such name creates, transfers, shares, or assumes any obligation, right, or liability under them. Every warranty, obligation, disclaimer, exclusion, and limit in these Terms is given by, and runs to the benefit of, Meridian Group.
By creating a workspace, signing in, clicking to accept, or otherwise using any Service, you ("Customer" or "you") agree to these Terms. If you are accepting on behalf of an organization, you represent that you are at least 18 years of age and that you have the authority to bind that organization, and "you" and "Customer" include that organization.
If you do not agree to these Terms, do not use the Services.
These Terms, together with the Privacy Policy, the Data Processing Agreement ("DPA"), and any order form or statement of work signed by both parties, form the entire agreement between the parties. Where a signed order form conflicts with these Terms, the order form controls for that Customer. Where the DPA conflicts with these Terms on the processing of personal data, the DPA controls, except that the financial limits in Sections 17 and 18 of these Terms apply to all claims of every kind, including claims arising under the DPA.
Each Service is a multi-tenant, hosted software-as-a-service application that Meridian Group owns, operates, hosts, and continuously develops. Subject to these Terms and to payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services you have subscribed to, during your subscription term, for your organization's own internal operations.
Schedule A describes each Service. We may add products to Schedule A by publishing an updated Schedule; adding a product does not change your existing subscriptions and does not require you to accept a new agreement. Your use of a newly added product is governed by these Terms from the moment you begin using it.
We may update, improve, add to, and modify the Services over time. We will use reasonable efforts to give advance notice before removing a feature you materially depend on.
Where a Service offers telephony features (for example workspace phone numbers, call routing, voicemail, or call recording), the following applies. Phone numbers provisioned for your workspace are licensed to you for use within the Service; they are not sold to you and you do not own them, and they may be reclaimed when the telephony feature or your subscription terminates. We do not guarantee the availability of any particular phone number, that any number can be ported in or out, that calls or messages will be delivered, or that any particular caller-ID presentation will be shown to recipients. If a Service permits call recording, you are solely responsible for complying with call-recording and call-monitoring consent laws in every jurisdiction involved before recording any call.
Each Customer organization receives one or more workspaces. Access methods differ by product and are described in Schedule A. Regardless of the method, you are responsible for:
Security of a hosted service is divided between the provider and the customer. This Section states that division explicitly so that neither party has to guess about it later. It is not a limitation of liability, it is an allocation of responsibility; Sections 16 and 17 then attach consequences to it.
| Area | Meridian Group is responsible for | Customer is responsible for |
|---|---|---|
| Application and infrastructure | The security, configuration, patching, and operation of Meridian Systems, and the selection and oversight of our subprocessors. | Nothing. |
| Credentials and sign-in | Providing the authentication mechanism described in Schedule A and operating it correctly. | Keeping passwords, sign-in links, session tokens, API keys, and any other credential confidential and unshared. Enabling and maintaining security on the email accounts to which sign-in links are delivered. |
| People and access | Enforcing the roles and permissions you set. | Choosing who gets access and at what role. Training your Users. Revoking access promptly on departure or role change. Supervising volunteers, contractors, and temporary staff. |
| Devices and endpoints | Nothing on your devices. | The security of every device used to access the Services, including laptops, phones, tablets, kiosks, and scanning hardware: screen locks, disk encryption, operating system updates, malware protection, and physical security. |
| Networks | The network security of Meridian Systems. | Your own network, wireless access points, VPNs, firewalls, and any public or shared network your Users choose to use. |
| Email security | Sending the transactional emails listed in Schedule A from correctly configured senders. | The security of your organization's email system, including mailbox compromise, forwarding rules, phishing, and business email compromise. Where sign-in is by emailed link, control of the mailbox is control of the account. |
| The data itself | Processing Customer Data only as described in these Terms, the Privacy Policy, and the DPA. | The accuracy, quality, and legality of Customer Data. Having a lawful basis and all rights, consents, notices, and authorizations required to provide it to us and to have us process it. Not uploading categories of data the Service is not designed to hold (see Section 7). |
| Third-party integrations | Operating the integration code we ship, and using only the access scopes needed for the feature. | Deciding whether to connect an integration, authorizing it, choosing which account and permissions it uses, and revoking it when no longer wanted. Your relationship with that provider. |
| Copies and continuity | Operating the Services and the export features described in Schedule A. | Maintaining your own independent, current copies of Customer Data that matters to your organization. Export is available throughout your subscription. |
| Compliance | Our own obligations as a service provider and processor under applicable law. | Your obligations as the controller or business, including notices to End Users, consent, donor and member communications law, charitable solicitation registration, and records retention. |
Backups. The export and download features of the Services are a convenience. They are not a backup, archival, escrow, or disaster-recovery service, and we do not hold ourselves out as a records-retention provider. You are responsible for independently maintaining current copies of Customer Data outside the Services.
As between you and us, you own Customer Data and all intellectual property rights in it. We claim no ownership of it.
You grant us a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, back up, and display Customer Data solely to provide, secure, and support the Services for you, and as described in the Privacy Policy and the DPA. We do not sell Customer Data. We do not use Customer Data to market to your End Users. We do not combine one Customer's data with another's.
You may export Customer Data at any time while your subscription is active, using the export features of the applicable Service.
You agree not to, and not to permit any User to:
We may investigate suspected violations and may suspend or terminate access to any workspace we reasonably believe is in violation, as described in Section 20.
Where you use outreach features of the Services (including email campaigns, review requests, and telephony) to contact End Users or anyone else, you are solely responsible for complying with all laws that govern those communications, including the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), Canada's Anti-Spam Legislation (CASL), and their equivalents in every jurisdiction where your recipients are located. You must obtain any consents those laws require before sending or calling, and you must honor opt-out and unsubscribe requests promptly. We may suspend sending or calling from any workspace whose use of these features is abusive, generates excessive complaints or bounce rates, or in our reasonable judgment violates this Section, as described in Section 20.
Some Services let you publish content to pages visible to the public, including donation pages, booking pages, and help centers. You are solely responsible for all content you publish on those pages. We may remove or disable content that we reasonably believe violates these Terms, infringes a third party's rights, or violates applicable law, and where feasible we will notify you when we do. Copyright complaints are handled under the procedure in Section 12.
Fees, billing cycles, setup fees, and any product-specific charges are set out in Schedule B or in your signed order form. Where the two differ, the order form controls.
Unless your order form says otherwise: fees are stated in US dollars; subscriptions renew automatically at the end of each billing period until cancelled; cancellation takes effect at the end of the then-current paid period; and we do not issue prorated refunds for partial periods, except where Section 15, Section 20, or Section 21 provides a refund.
Payment may be made by invoice or by card through your workspace, as agreed. Card payments are processed by Stripe. If a payment fails, we will notify you and may suspend access under Section 20 until the balance is resolved.
We may change pricing on at least 30 days' advance notice by email or by a prominent notice in the Service. A price change takes effect at your next renewal. If you do not accept it, you may cancel before it takes effect.
Fees are exclusive of taxes. You are responsible for all applicable sales, use, value-added, goods and services, and similar taxes, except taxes based on our net income. If your organization is exempt, provide valid documentation and we will not charge the covered taxes.
Where a Service offers a free trial, the trial length is stated in Schedule B. During a trial you have access to the features we make available for evaluation. We may end or shorten a trial on reasonable notice. When the trial ends, continued use requires an active paid subscription. If a trial ends without a paid subscription, your Customer Data remains available for export for at least 30 days after the trial ends, after which we may delete it in the manner described in Section 20.
Features identified as beta, preview, early access, experimental, or evaluation ("Beta Features") are provided for evaluation only, may change or be withdrawn at any time, may not function as intended, and are excluded from any commitment we otherwise make. Your use of a Beta Feature is at your sole risk.
We will make commercially reasonable efforts to keep the Services available and operational. We do not offer a service-level agreement or any uptime, availability, response-time, or performance commitment unless we have signed a separate written service-level agreement with you.
Planned maintenance will be scheduled during low-traffic hours where practicable, with advance notice for extended windows. We may perform emergency maintenance without notice. We may modify, suspend, throttle, or discontinue any Service or feature, and will use reasonable efforts to give notice before discontinuing a Service you subscribe to.
The Services depend on, and in some cases integrate with, platforms operated by third parties ("Third-Party Platforms"). Depending on the Service and the features you enable, these currently include Vercel (hosting and storage), Neon (managed database), Stripe (payments), Apple (Apple Wallet), Google (Google Wallet, Google Calendar), Blackbaud (Raiser's Edge NXT), Anthropic (AI features), Sentry (error monitoring), Twilio (telephony), and email delivery providers including Resend and ImprovMX. The current list for each Service is published in the Privacy Policy and the DPA and is kept up to date there.
The availability, features, pricing, policies, and continued operation of a Third-Party Platform are controlled entirely by that third party. Where you connect an integration, your use of that provider's service is governed by that provider's own terms and privacy policy, which you are responsible for reviewing and accepting.
The Services, including all software, source code, designs, interfaces, workflows, modules, features, templates, documentation, trademarks, logos, and the shared datasets we provide (for example any funder catalog), and all intellectual property rights in them, are and remain the exclusive property of Meridian Group. These Terms transfer no ownership of, and no right in, the Services other than the limited use right in Section 3.
The Services are standard products offered to many customers. Any feature, enhancement, improvement, configuration, integration, or other development we create, whether or not prompted by your use, request, or feedback, is part of the Services and is owned solely by Meridian Group. Nothing we build is a custom deliverable owned by you, and nothing we build is a work made for hire for you, even where a feature was inspired by or first requested by you. You acquire no ownership of, and no license, interest, or claim in, any part of the Services by having asked for a feature, described a need, or participated in its design.
"Feedback" means any suggestion, idea, feature request, enhancement request, recommendation, correction, use-case description, or other input you or your Users provide about the Services. You grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable right to use, act on, reproduce, modify, and fully exploit all Feedback for any purpose, including to develop, improve, and commercialize the Services, with no obligation of compensation, attribution, accounting, or confidentiality to you. We are under no obligation to implement any Feedback. Feedback is not your Confidential Information.
We may generate and use aggregated or de-identified data derived from use of the Services, provided it does not identify you, any User, or any End User, and is not derived in a way that discloses Customer Data to any other Customer. We do not use Customer Data to train third-party artificial intelligence models, and we do not permit our AI subprocessors to train their models on Customer Data.
If you believe content published through the Services infringes your copyright, send a notice to legal@meridian-group.ai that includes: (a) identification of the copyrighted work you claim is infringed; (b) identification of the material you claim is infringing and where it is located within the Services; (c) your name, mailing address, telephone number, and email address; (d) your physical or electronic signature; (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or are authorized to act on the owner's behalf. We will review complete notices, remove or disable access to the material where appropriate, and terminate the workspaces of repeat infringers in appropriate circumstances.
Each party will keep confidential the other's non-public information that is designated as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, and will use it only to perform under these Terms. Each party will protect the other's confidential information using at least the same degree of care it uses for its own, and no less than reasonable care.
These obligations do not apply to information that: (a) is or becomes public through no breach of these Terms; (b) was already known to the receiving party; (c) is independently developed without reference to the confidential information; or (d) is required to be disclosed by law or legal process, provided the receiving party gives reasonable advance notice where lawful so the disclosing party can seek protection.
Customer Data is your confidential information; our handling of it is also governed by Section 6, the Privacy Policy, and the DPA. Feedback is not your confidential information; Section 12 governs it.
Our processing of personal data contained in Customer Data is governed by the DPA, which is incorporated into these Terms. Where the DPA applies, you are the controller (or business) and we are the processor (or service provider).
Our security commitment. We implement and maintain the technical and organizational measures described in the DPA and the Privacy Policy, and we will apply reasonable skill and care in operating Meridian Systems. Those measures are a description of the safeguards we apply. They are not a guarantee that the Services will be free from vulnerabilities, intrusion, or unauthorized access, and no online service can be guaranteed completely secure.
Notification. Where a Security Incident affects personal data we process on your behalf, our operational obligations are those set out in the DPA, including notification without undue delay and in any event within 72 hours of becoming aware, and reasonable assistance to you in meeting your own notification obligations. Nothing in Sections 15 through 17 reduces, delays, or excuses those obligations.
Notification is not an admission. Giving notice of a Security Incident, providing assistance, or investigating an incident is an operational and legal obligation. It is not an admission of fault, negligence, causation, or liability by either party, and it does not shift the burden of proof in Section 16. Our financial liability for any Security Incident is governed by Sections 16, 17, and 18.
Section 14 says what we must do when something goes wrong: tell you, quickly, and help. Sections 16 through 18 say how far we must pay: not at all for causes on your side of Section 5, not for indirect losses, not beyond the cap, and not after 12 months. These are deliberately separate questions and the answer to one does not change the other.
We warrant only that we will provide the Services with reasonable skill and care. Your sole and exclusive remedy for breach of this warranty, and our entire liability for it, is that we will use reasonable efforts to correct the non-conformity, and if we do not do so within a reasonable period, you may terminate the affected subscription and receive a refund of prepaid fees covering the unused remainder of the then-current term.
The Services may generate or assist with documents and records including donation receipts, giving and contribution statements, acknowledgments, invoices, quotes, ledgers, grant applications, and financial reports. These are tools, not professional advice. We are not a law firm, accounting firm, tax advisor, financial advisor, or fiduciary. You are solely responsible for the accuracy, completeness, and legal and regulatory compliance of everything you create, send, file, or rely on using the Services, including compliance with tax law and charitable solicitation and substantiation requirements.
Any electronic-signature feature of the Services is a tool for collecting signatures and maintaining signing records. It is not legal advice, and we do not warrant that any document signed through the Services is valid, binding, or enforceable, or that electronic signature satisfies the execution requirements that apply to your documents in your jurisdiction. You are solely responsible for determining whether electronic signature is appropriate and legally sufficient for each document you send for signature.
Any artificial-intelligence, machine-learning, or automated feature of the Services generates output probabilistically and may produce results that are inaccurate, incomplete, outdated, biased, or otherwise unreliable. You are responsible for reviewing and verifying any such output before relying on it, and you must not rely on it as the sole basis for any decision with legal, financial, or similarly significant consequences. To the maximum extent permitted by applicable law, we disclaim all liability arising from your use of or reliance on any AI or automated output. How data is handled when an AI feature runs is described in the Privacy Policy.
Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.
To the maximum extent permitted by applicable law, we have no liability of any kind, and no obligation to indemnify, for any loss, damage, claim, or Security Incident to the extent it arises from or is contributed to by any of the following:
As between the parties, a Customer or other claimant asserting a claim against us arising from a Security Incident or from loss, corruption, or unauthorized disclosure of Customer Data bears the burden of establishing, by a preponderance of the evidence, that the incident:
Where the evidence does not establish which side of the boundary in Section 5 an incident originated on, the claim is not established. The parties agree this allocation is a material part of the bargain and reflects that each party controls, and is able to produce evidence about, its own side of that boundary.
We will cooperate reasonably with a good-faith investigation, including providing information about Meridian Systems that is within our control and relevant to the incident, subject to confidentiality and to the security of other Customers. You will do the same with respect to the Customer Environment, including access and authentication records, device and endpoint records, and email system records. A party's unreasonable failure to preserve or produce evidence within its control may be taken into account in resolving the question of origin.
17.4 The two limits together, and their independence. Section 17.2 answers the question how much any one Customer may recover from us. Section 17.3 answers the different question how much every Customer combined may recover from us. Both apply to every claim, and our liability for any claim is the lower of the two amounts then remaining. The parties agree that these limits reflect the fees charged, the fact that the Services are standard products offered at a low per-Customer price to many Customers, and the reality that a single incident affecting a shared platform could otherwise generate simultaneous claims exceeding the entire revenue of the business. Sections 17.2 and 17.3 are separate and independent limitations. Each is intended to operate on its own, and if either is held unenforceable in whole or in part, the other continues in full force as if the unenforceable one had not been included.
17.5 Additional excluded categories. To the maximum extent permitted by applicable law and without limiting Sections 16 and 17.1, we are not liable for damages or losses arising out of or relating to: (a) any interruption, suspension, delay, degradation, or unavailability of the Services, including downtime, outages, and maintenance; (b) any loss, deletion, corruption, or inaccessibility of Customer Data where you did not maintain independent copies as described in Section 5; (c) any act or omission of a Third-Party Platform; (d) any decision or action you take in reliance on the Services or their output; or (e) the cost of breach notification, credit monitoring, call-center response, or regulatory response, except to the extent an obligation to bear those costs is imposed on us by applicable law and cannot be limited by contract.
17.6 Application. These limitations apply regardless of the form of the claim or the basis of liability, apply even if any limited remedy in these Terms fails of its essential purpose, and are a material part of the bargain between the parties, without which we would not offer the Services at the fees charged.
17.7 What is not limited. Nothing in these Terms limits or excludes: (a) your obligation to pay fees when due; (b) your indemnification obligations under Section 19; (c) either party's liability for fraud or fraudulent misrepresentation, gross negligence, or willful misconduct; (d) either party's liability for death or personal injury caused by its negligence; or (e) any liability or obligation that applicable law does not permit to be limited or excluded, including non-waivable obligations under applicable data-protection law. Some jurisdictions do not allow certain limitations, and in those jurisdictions our liability is limited to the maximum extent the law permits.
To the maximum extent permitted by applicable law, any claim or cause of action arising out of or related to these Terms or the Services must be brought within twelve (12) months after the date the claiming party first knew or reasonably should have known of the facts giving rise to it. A claim not brought within that period is permanently barred. This Section does not apply to claims for non-payment of fees, or to any claim for which applicable law prohibits a contractual limitation period.
You will indemnify, defend, and hold harmless Meridian Group and its owners, officers, employees, contractors, and agents from and against any claim, demand, proceeding, loss, liability, damage, fine, penalty, cost, or expense (including reasonable attorneys' fees) arising out of or related to:
This obligation is not subject to the limits in Sections 17.2 and 17.3.
We will defend you against any third-party claim alleging that a Service, as provided by us and used in accordance with these Terms, infringes that third party's United States patent, copyright, or trademark, and we will pay damages finally awarded against you or amounts we agree in settlement of such a claim. This obligation is subject to Section 17 and does not apply to: (a) use of a Service in combination with anything not supplied by us, where the claim would not have arisen but for the combination; (b) Customer Data; (c) modifications not made by us; or (d) continued use after we notify you to stop. If a Service becomes, or we believe it may become, the subject of such a claim, we may procure the right for you to continue using it, modify or replace it so it is non-infringing, or terminate the affected subscription and refund prepaid fees covering the unused remainder of the term. This paragraph states our entire liability and your sole remedy for intellectual property infringement.
The party seeking indemnification must: (a) promptly notify the other in writing of the claim (delay relieves the indemnifying party only to the extent it is prejudiced); (b) give the indemnifying party sole control of the defense and settlement, except that no settlement imposing a non-monetary obligation, an admission, or a restriction on the indemnified party's business may be made without its consent, not to be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying party's expense.
We may suspend a workspace if: (a) your account is more than 30 days past due; (b) we reasonably believe you have materially violated these Terms; or (c) continued operation of your workspace poses a security or legal risk to us, to another Customer, or to a third party. Where feasible we will give notice and a reasonable opportunity to cure before suspending. Where the risk is immediate we may suspend first and notify promptly afterwards.
Either party may terminate these Terms or any subscription on 30 days' written notice. Either party may terminate immediately on written notice if the other commits a material breach and fails to cure it within 15 days after notice, or within 10 days in the case of non-payment. You may cancel through your workspace settings or by writing to support@meridian-group.ai.
If we terminate these Terms or a subscription without cause, we will refund the prepaid fees covering the unused remainder of your then-current term, calculated pro-rata from the effective date of termination.
Your right to access the Services ends. For 60 days after termination we will make Customer Data available for export on request. This export window applies even where we terminated for cause, including for your material breach of these Terms, except to the extent that providing the export would violate applicable law or would facilitate a continuation of the harm or unlawful conduct that led to the termination. After that window we will delete Customer Data from active production systems within a reasonable period, subject to residual copies in routine backups that expire in the ordinary course and to any retention applicable law requires. Deletion and return of personal data are further governed by the DPA.
Sections 2, 5 (as to responsibilities that accrued), 6, 8 (as to accrued fees), 12, 13, 14, 15, 16, 17, 18, 19, 22, and 24 survive termination, together with any provision that by its nature should survive.
We may update these Terms. For material changes we will notify the email address associated with your workspace, or post a prominent notice in the Service, at least 30 days before they take effect. Continued use after the effective date constitutes acceptance. If you do not accept a material change, you may terminate before it takes effect and receive a refund of prepaid fees covering the unused remainder of your then-current term.
Adding a product to Schedule A, or adding a subprocessor for a product you do not use, is not a material change to your agreement. Subprocessor changes affecting a Service you do use are handled under the DPA.
These Terms and any dispute arising out of or related to them or the Services are governed by the laws of the State of New Mexico, USA, without regard to its conflict-of-laws rules, and excluding the UN Convention on Contracts for the International Sale of Goods.
Before starting arbitration or a court proceeding, the initiating party must send written notice of the dispute to the other (to legal@meridian-group.ai for notices to us) describing the claim and the relief sought, and the parties will negotiate in good faith for at least 60 days. This is a condition precedent to arbitration. Applicable limitation periods, including Section 18, are tolled during this period.
Except as set out below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including any question of arbitrability, will be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat and venue are in New Mexico, USA. The arbitrator will apply New Mexico law. The award may be entered as a judgment in any court of competent jurisdiction. Either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information without first completing the informal-resolution step.
Each party waives the right to bring or participate in any class action, collective action, class arbitration, or representative action. All disputes must be brought individually. Each party waives the right to a jury trial for any claim covered by these Terms.
You may opt out of arbitration and the class-action waiver by sending written notice to legal@meridian-group.ai within 30 days after you first accept these Terms, stating your organization name, the email address on your account, and that you wish to opt out. If you opt out, disputes will be resolved in the state or federal courts located in New Mexico, to whose exclusive jurisdiction both parties consent. Opting out has no other effect.
Either party may bring an individual claim in small claims court where the claim qualifies and remains there.
Neither party is liable for any delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labor dispute, government action, cyberattack, denial-of-service attack, ransomware, unauthorized third-party access not resulting from that party's failure to apply the safeguards it has committed to, power outage, and failure or outage of internet, telecommunications, hosting, or other third-party infrastructure. The affected party will notify the other and use reasonable efforts to resume performance.
Entire agreement. These Terms, the Privacy Policy, the DPA, and any signed order form are the entire agreement on their subject and supersede all prior or contemporaneous proposals, communications, and agreements, including any prior product-specific terms of service.
Severability and reformation. If any provision is held invalid or unenforceable, the parties intend that it be modified to the minimum extent necessary to make it enforceable and to preserve the parties' allocation of risk, and only if modification is impossible that it be severed. The remaining provisions continue in full force. In particular, if any limitation or exclusion in Sections 15 through 18 is held unenforceable in whole or in part, it will be enforced to the greatest extent permitted and the remainder of those Sections will remain in effect.
No waiver. A failure to enforce a provision is not a waiver of it or of any other provision.
Assignment. You may not assign these Terms without our prior written consent, and any attempted assignment without consent is void. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. These Terms bind and benefit the parties and their permitted successors and assigns.
Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary, or employment relationship.
No third-party beneficiaries. These Terms create no rights in any person other than the parties, except that our owners, officers, employees, contractors, and agents may enforce Sections 15 through 19.
Notices. Notices to us must be sent to legal@meridian-group.ai. We may give notice by email to the address on your account or by a notice posted in the Service. Notices are effective when sent.
Electronic communications and signatures. You consent to receive all notices, disclosures, agreements, and other communications from us electronically, by email to the address on your account or through the Services, and you agree that electronic delivery satisfies any legal requirement that a communication be in writing. You further agree that clicking to accept, signing in, or otherwise indicating assent electronically constitutes your signature and has the same force and effect as a handwritten signature, to the extent permitted by applicable law, including the US Electronic Signatures in Global and National Commerce Act (ESIGN). You may withdraw consent to electronic delivery by writing to legal@meridian-group.ai; because the Services are delivered electronically, withdrawing that consent may prevent continued use of the Services.
Export control and sanctions. You represent that you are not located in, and not 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 will comply with applicable export control and sanctions laws.
US government end users. The Services are a "commercial item" as defined at 48 C.F.R. 2.101. If acquired by or on behalf of a US federal agency, that agency's rights 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.
Headings. Headings are for convenience only and have no contractual effect.
Meridian Group
1209 Mountain Road Pl NE, Ste N
Albuquerque, NM 87110
Legal: legal@meridian-group.ai
Support: support@meridian-group.ai
Privacy: privacy@meridian-group.ai
This Schedule lists the Services. We may add a product by publishing an updated Schedule A. Product descriptions state what each Service does; they are descriptions, not warranties.
| Service | What it does | Access and authentication |
|---|---|---|
| Meridian Voyager voyager.meridian-group.ai |
Multi-tenant CRM and operations platform for nonprofits and small organizations. Modules include contacts and companies, giving and donations (including donation pages), grants, outreach and email campaigns, scheduling and booking, projects and tasks, knowledge base, accounting, procurement, volunteers, communications, and file storage. Modules are enabled per workspace. | Email and password (passwords are stored only as a salted hash) or Google sign-in. Session maintained by cookie. A separate limited-scope session applies to the donor portal. |
| Passage passage.meridian-group.ai |
Digital membership card platform for museums, botanical gardens, zoos, and historical societies. Issues membership cards to Apple Wallet and Google Wallet, provides a member self-service portal, a staff door and event check-in scanner, spreadsheet import and member management, and an optional Blackbaud Raiser's Edge NXT integration that writes visit records and contact updates back to the Customer's CRM. | Passwordless. Staff and members sign in through a secure, time-limited link sent to a verified email address. No passwords are created or stored. Session maintained by a single cookie. |
Emails the Services send. Each Service sends only transactional email. Passage sends sign-in links to staff and to members, and a welcome message on workspace creation. Voyager sends sign-in and invitation messages, booking confirmations, password reset links, donation receipts and acknowledgments, and any campaign or outreach message a Customer composes and chooses to send. Neither Service sends marketing email to a Customer's End Users on its own initiative.
| Subscription | $100 per month, covering up to 10,000 members. Billed monthly, month to month, no minimum commitment, cancellable at any time. |
| Founding rate | The $100 rate is a founding rate held for 24 months from go-live. The standard rate for new customers is $150 per month. |
| Setup fee | One-time $3,000, covering initial CRM connection, member data import, card design, and staff training. Payable in two installments, separately from the subscription, by invoice or by card through your workspace. |
| First installment | $1,500 at kickoff, earned on commencement of configuration work (workspace created and import or connection work begun). Refundable in full if that work has not begun. |
| Second installment | $1,500 at go-live, meaning cards are issued and check-in is in use. Not owed at all until go-live occurs. |
| If we do not deliver | If we cannot reach go-live for reasons within our control, the second installment is never invoiced and the first is refunded in proportion to work actually delivered. |
| Free trial | 30 days from workspace creation, unless stated otherwise in writing. |
| Subscription | Billed per the plan selected at checkout, monthly or annually, renewing automatically until cancelled. |
| Free trial | 60 days from signup, with no payment method required. At the end of the trial, continued use of paid features requires a subscription. If the trial ends without a subscription, Customer Data remains available for export for at least 30 days, as described in Section 9. |
| Refunds | Subscription fees are non-refundable and we do not credit partial periods, unused features, or downgrades, except where required by law or where Section 15, Section 20, or Section 21 provides a refund. Billing errors: contact us within 30 days of the charge. |
This subsection applies where you use Voyager donation pages to receive charitable contributions. It is provided to satisfy the disclosure requirements applicable to charitable fundraising platforms, including California Assembly Bill 488 (California Government Code section 12599.9), and it states the total fees charged and the timing of the transmission of donated funds as that section requires.
| Platform fee | The standard Meridian platform fee is 1.5% of the donation. The rate that applies to your organization may be lower or zero. Your rate is shown in your workspace payment settings, and the fee actually imposed is recorded on every individual gift. The recorded rate governs. |
| How the fee is taken | Deducted from the gift, not added to what the donor is charged. At a 1.5% rate, a donor who gives $100 is charged $100, the receipt states a $100 gift, and your organization receives $98.50 before the processor's fee. |
| Processor fee | Separate from and in addition to the platform fee. Card processing is performed by Stripe at Stripe's own published rates, which Stripe deducts separately. We do not set, receive, or control Stripe's rate. |
| Fee changes | At least 30 days' advance notice by email or by prominent notice in the Service before any increase to the platform fee. |
| Reporting | The fee imposed on each gift is recorded on that gift and reported to you in the Service, so total fees over any period you select are retrievable. |
| Transmission of funds | Donated funds, net of the platform fee and the processor's fee, are released for payout through Stripe within five (5) business days of the donation being successfully processed, to the bank account your organization connects through Stripe. The date funds actually arrive in that account depends on your organization's connected Stripe account payout schedule and on bank processing times, which we do not control. Release may be delayed where required by law, by the processor's verification or risk-review requirements, or where your organization has not completed the payout setup needed to receive funds. |
| Your representations | By using Voyager donation pages you represent that your organization is a charitable organization in good standing, that it is authorized to solicit charitable contributions in each jurisdiction where it solicits through the donation pages, and that it is not prohibited from soliciting by any regulator, including that it is not listed as prohibited or delinquent on the California Attorney General's registry of charities and fundraisers. |
| Refunds and chargebacks | Decisions on donor refunds belong to your organization. Your organization is responsible for donor refund decisions, for chargebacks and payment disputes on donations it receives, and for any processor fees associated with a refund, chargeback, or dispute. |