Terms of Service and Subscription Agreement

1.1 The Service. Meridies provides a software platform for independent college admissions consultants, including student profiles, task and deadline management, college research tools, file storage, family communication features, and the AxIS artificial intelligence assistant, together with the websites at meridiesai.com and related support (collectively, the "Service").

1.2 Business use only. The Service is offered to independent educational consultants and consulting firms for professional use. It is not offered to consumers for personal, family or household purposes.

1.3 Order Forms. If you sign an order form with us, including a Founding Consultant Order Form (each, an "Order Form"), the Order Form and these Terms together form the agreement between us (the "Agreement"). If an Order Form conflicts with these Terms, the Order Form controls, but only for the subscription it covers.

1.4 Definitions. In these Terms:

• "Customer Data" means all data, files and content that you or your Authorized Users or Student Users submit to the Service, including Student Data.
• "Student Data" means personal information about a student, or a student's parent or guardian, that is submitted to the Service.
• "Authorized User" means an employee or contractor of yours whom you allow to use the Service under your account.
• "Student User" means a student, parent or guardian whom you invite to access the student-facing features of the Service.
• "AI Output" means text, recommendations, lists and other content generated by AxIS or other AI features of the Service.

2.1 You accept these Terms when you (a) click a box or button indicating that you agree, (b) sign an Order Form that references them, or (c) use the Service, whichever happens first.

2.2 If you accept on behalf of a business, you confirm that you have authority to bind that business, and "you" means that business. You must be at least 18 years old to accept these Terms.

2.3 You agree that these Terms, Order Forms, notices and receipts may be provided, signed and stored electronically, and that electronic signatures and records have the same effect as paper ones.

3.1 Your account. You must give us accurate account and billing information and keep it current. You are responsible for all activity under your account, for keeping login credentials confidential, and for the conduct of your Authorized Users and Student Users. Tell us promptly at team@meridiesai.com if you suspect unauthorized access.

3.2 Authorized Users. Your plan determines how many Authorized Users and students you may add. Each Authorized User must have their own login. You are responsible for removing access for anyone who no longer works with you.

3.3 Student Users. You decide whether to invite students, parents or guardians to the student-facing features, and what they can see. Student User accounts are available only to students aged 13 or older and to parents and guardians. You must not create a Student User account for a child under 13. Before inviting a student under 18, you are responsible for having the permission of the student's parent or guardian.

3.4 Eligibility. The Service is offered only to customers located in the United States. You may not use the Service if you are barred from receiving it under applicable law.

4.1 Plans and prices. The plan, price, student limit and billing interval for your subscription are shown at checkout or in your Order Form. Our current list prices are:

List prices may change for new subscriptions. The price shown at checkout or in your Order Form is the price you pay, subject to Section 4.6.

4.2 Free trials. We may offer a free trial, and its length will be shown at checkout or in your Order Form. We collect a payment method when the trial starts. Unless you cancel before the trial ends, your paid subscription begins automatically when the trial ends and we will charge your payment method the subscription fee shown at checkout or in your Order Form. We will email you a reminder at least 3 days before a free trial ends. You can cancel during a trial at no charge, using any method in Section 6.1.

4.3 Billing. Fees are billed in advance, in U.S. dollars, on the billing interval for your plan (monthly unless your Order Form says otherwise). By providing a payment method, you authorize us and our payment processor, Stripe, to charge it for all fees when due, including recurring charges, until your subscription ends.

4.4 Taxes. Fees do not include sales, use, value-added or similar taxes. You are responsible for any such taxes, which we will add to your invoice where required by law. We are responsible for taxes on our own income.

4.5 Failed payments. If a charge fails, we will notify you and retry. If payment is still outstanding 15 days after that notice, we may suspend the Service until it is paid. Suspension does not delete your data.

4.6 Price changes. We will give you at least 30 days' notice by email before any price increase applies to your subscription, and the increase will take effect only at the start of your next billing period after that notice. A price that your Order Form locks in will not increase for as long as the Order Form says it is locked.

5.1 Monthly subscriptions. Unless your Order Form sets a commitment term, your subscription is month to month. It renews automatically each month, and we charge your payment method the then-current monthly fee at the start of each month, until you cancel.

5.2 Commitment terms. If your Order Form sets a commitment term (for example, 12 months), the commitment term starts on the date of your first paid charge (the "Initial Term"). Fees for the Initial Term are billed monthly unless your Order Form says otherwise. When the Initial Term ends, your subscription continues automatically on a month-to-month basis at the rate stated in your Order Form, and we will keep charging your payment method monthly until you cancel. You can stop this renewal at any time using any method in Section 6.1.

5.3 Renewal reminders. For any Initial Term of 12 months or longer, we will email you a reminder at least 15 days and no more than 30 days before the Initial Term ends. The reminder will state the renewal terms and the fee, and explain how to cancel.

6.1 How to cancel. You can cancel at any time by (a) using the cancel option in your account's billing settings, or (b) emailing team@meridiesai.com from your account email address. We will confirm your cancellation by email. Cancellation takes effect at the end of your current billing period, and you keep access until then.

6.2 Monthly subscriptions. If you cancel a month-to-month subscription, you will not be charged again. We do not give refunds or credits for partial months, except as stated in Sections 6.4 and 6.5.

6.3 Commitment terms. If you cancel during an Initial Term, your subscription will not renew after the Initial Term ends. Unless Section 6.4 applies, the remaining monthly fees for the Initial Term stay payable on their normal billing dates, and you keep access to the Service until the Initial Term ends.

6.4 Money-back guarantees. If your Order Form includes a money-back guarantee, you can cancel within the guarantee period it states (for example, 60 days after your first paid charge). We will then refund all subscription fees you have paid, and you will owe nothing further for the Initial Term. We issue refunds to the original payment method within 10 business days of your cancellation.

6.5 If we end the Service. If we terminate your subscription for convenience under Section 19.2 or discontinue the Service, we will refund any prepaid fees for the period after termination.

7.1 You own your data. As between you and Meridies, you own all Customer Data. We claim no ownership of it.

7.2 Our permission to use it. You grant Meridies a limited, non-exclusive license to host, store, copy, transmit, display and process Customer Data only as needed to provide, secure, support and maintain the Service for you, and as described in our Privacy Policy and the Student Data Addendum.

7.3 Your responsibilities. You are responsible for the accuracy of Customer Data and for having the right to submit it. You confirm that you have given any notices and obtained any consents that the law or your client agreements require before submitting Student Data, including any parent or guardian consent required for students under 18.

7.4 De-identified data. We may create aggregated or de-identified data from use of the Service (for example, how often a feature is used) to operate and improve the Service. De-identified data will not identify you, any student or any family, and we will not attempt to re-identify it.

7.5 Export and deletion. You can export Customer Data at any time while your subscription is active, and for 30 days after it ends. After that 30-day period, we delete Customer Data from our active systems within 30 days, and from backups within 90 days, unless the law requires us to keep it longer.

8.1 Student Data Addendum. Our handling of Student Data is governed by the Meridies Student Data Addendum, which is part of these Terms. If the Addendum conflicts with these Terms on the handling of Student Data, the Addendum controls.

8.2 Information the Service is not built for. Do not upload Social Security numbers, passport or other government identification numbers, bank or payment card numbers, tax returns, FAFSA or CSS Profile submissions, or medical records. The Service does not need this information, and it is not designed to protect it to the standard those data types require.

8.3 Children under 13. The Service is not directed to children under 13, and we do not knowingly collect personal information directly from them. If you work with a student under 13, you may store information you collect about that student, but you must not give the student a Student User account.

9.1 How AxIS works. AxIS and other AI features send the relevant Customer Data you select, such as a student's profile, essays or college list, to a third-party AI model provider to generate AI Output. Our current provider is listed in our Privacy Policy.

9.2 No model training. We do not use Customer Data or Student Data to train generative AI models, and we do not allow our AI providers to do so. We use AI providers only under terms that prohibit training their models on data we send them.

9.3 Review before relying on AI Output. AI Output is generated automatically. It may be incomplete, out of date or wrong, even when it shows a source. AI Output is a starting point for your professional judgment, not a substitute for it. You are responsible for reviewing AI Output and for any advice, college list or recommendation you give students and families. Meridies does not guarantee any admissions, scholarship or financial aid outcome.

9.4 Ownership of AI Output. As between you and Meridies, you own the AI Output generated for your account, to the extent the law allows. Similar output may be generated for other customers.

You and your Authorized Users and Student Users must not:

• use the Service in violation of any law, including privacy, consumer protection and anti-discrimination laws;
• upload content you do not have the right to share, or content that infringes anyone's intellectual property or privacy;
• upload malware or attempt to access accounts, systems or data that are not yours;
• probe, scan or test the Service's security, or circumvent its usage limits, except as we authorize in writing;
• copy, scrape, reverse engineer or decompile the Service, except where the law expressly permits it;
• resell, sublicense or provide the Service to anyone other than your own Authorized Users and Student Users;
• use the Service or AI Output to build a competing product;
• use AI features to generate content that violates our AI provider's usage policies, or to write admissions essays that a student submits as their own work in breach of an institution's rules; or
• tell students or families that AI Output guarantees an admissions, scholarship or financial aid result.

11.1 Our property. Meridies and its licensors own the Service, including its software, design, AxIS, college data compilations, documentation, and the Meridies and AxIS names and logos. Except for the rights expressly granted in these Terms, we reserve all rights.

11.2 Your right to use the Service. Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable right during your subscription for you and your Authorized Users and Student Users to use the Service for your consulting business.

11.3 Third-party data. Some college information in the Service comes from public sources, such as each institution's Common Data Set. We present it as published and do not guarantee that it is current or complete.

12.1 Feedback. If you send us suggestions or feedback about the Service, we may use them without restriction or payment to you. Feedback does not include Customer Data.

12.2 Testimonials. We will publish your name, likeness, business name or a testimonial from you only with your separate, express permission, which you may withdraw for future use at any time by emailing team@meridiesai.com. Any testimonial must reflect your honest opinion and actual experience. No price, discount or other benefit you receive from Meridies depends on whether a testimonial is positive. If you received a discount, free access or another benefit from us, we will disclose that connection wherever we publish your testimonial.

13.1 Definition. "Confidential Information" means non-public information that one party (the "discloser") shares with the other (the "recipient") and that is marked confidential or would reasonably be understood as confidential. Your Customer Data is your Confidential Information. Non-public features, pricing and roadmaps of the Service are ours.

13.2 Obligations. The recipient will use the discloser's Confidential Information only to perform under the Agreement, will protect it with at least reasonable care, and will share it only with its personnel and service providers who need it for that purpose and are bound by similar duties.

13.3 Exceptions. These duties do not apply to information that is or becomes public through no fault of the recipient, that the recipient already knew or independently developed, or that it rightfully received from a third party without a duty of confidentiality. The recipient may disclose Confidential Information when the law requires it, after giving the discloser prompt notice where legally permitted.

14.1 Connected Google and Microsoft accounts. You may choose to connect a Google or Microsoft account to Meridies, for example to bring in files from Google Drive or OneDrive, or to add Google Meet or Microsoft Teams links to meetings. By connecting, you authorize Meridies to access that account on your behalf, only as described in Section 4 of our Privacy Policy. You must have the right to bring in any file you choose, including any permission needed from the student or family it concerns. Your use of Google and Microsoft services remains subject to their own terms. You can disconnect at any time, and Meridies is not responsible for the availability of third-party services or for changes they make to them.

14.2 Other third-party services. The Service may connect with other third-party services when you choose to link them. Your use of those services is governed by their own terms and privacy policies. When you link one, you authorize us to exchange data with it as needed to provide the features you turn on. We are not responsible for third-party services, and we may stop supporting an integration if its provider changes or ends it.

15.1 Security. We maintain administrative, technical and physical safeguards designed to protect Customer Data, including encryption in transit and at rest, access controls limited to personnel who need access, and logging of administrative access. Details are in the Student Data Addendum.

15.2 Security incidents. If we confirm unauthorized access to your Customer Data, we will notify you without undue delay, and in any event within 72 hours, and will give you the information you reasonably need to meet your own obligations to students and families.

15.3 Availability. We aim to keep the Service available at all times but do not guarantee uninterrupted access. We will try to schedule maintenance outside of typical working hours and to give advance notice of planned downtime that is likely to affect you.

16.1 Our commitments. We warrant that (a) the Service will perform materially as described in our documentation, and (b) we will not materially reduce the Service's core functionality or security during your paid subscription term. If we breach this warranty and do not fix it within 30 days of your written notice, you may terminate the affected subscription and receive a refund of prepaid fees for the remaining term. This is your exclusive remedy for breach of this warranty.

16.2 Your commitments. You warrant that you have all rights, notices and consents needed to submit Customer Data, including Student Data, and that your use of the Service complies with applicable law.

16.3 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN SECTION 16.1, THE SERVICE AND ALL AI OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, MERIDIES DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MERIDIES DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI OUTPUT OR COLLEGE DATA WILL BE ACCURATE OR COMPLETE, OR THAT USE OF THE SERVICE WILL PRODUCE ANY ADMISSIONS, SCHOLARSHIP OR FINANCIAL AID RESULT.

17.1 EXCLUSION OF CERTAIN DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY.

17.2 LIABILITY CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES YOU PAID OR OWED TO MERIDIES UNDER THE AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

17.3 EXCEPTIONS. THE LIMITS IN SECTIONS 17.1 AND 17.2 DO NOT APPLY TO (A) YOUR OBLIGATION TO PAY FEES, (B) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 18, (C) YOUR BREACH OF SECTION 10, OR (D) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD.

18.1 By Meridies. Meridies will defend you against any third-party claim alleging that the Service, as provided by us, infringes a United States patent, copyright or trademark or misappropriates a trade secret, and will pay any damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, AI Output you modify, your combination of the Service with things we did not provide, or use that breaches these Terms. If the Service is or may become subject to such a claim, we may modify it, obtain the right for you to keep using it, or end your subscription and refund prepaid fees for the remaining term.

18.2 By you. You will defend Meridies against any third-party claim arising from (a) Customer Data, including a claim that you lacked the rights, notices or consents needed to submit Student Data, (b) advice or services you provide to students and families, or (c) your breach of Section 10, and will pay any damages finally awarded or agreed in settlement.

18.3 Process. The party seeking defense must notify the other promptly, give it sole control of the defense and settlement (except that no settlement may impose an obligation on the defended party without its consent), and provide reasonable cooperation at the defending party's expense.

19.1 Suspension. We may suspend access immediately if your use threatens the security, integrity or availability of the Service or other customers' data, or violates Section 10 or the law. We will tell you why and restore access once the issue is resolved. Suspension for non-payment is covered by Section 4.5.

19.2 Termination for convenience by us. We may end your subscription for any reason on at least 60 days' written notice, with a refund under Section 6.5.

19.3 Termination for breach. Either party may terminate the Agreement if the other materially breaches it and does not cure the breach within 30 days of written notice.

19.4 Effect of termination. When the Agreement ends, your right to use the Service ends, Section 7.5 governs export and deletion of Customer Data, and any fees that accrued before termination remain payable. Sections 7.4, 7.5, 11, 12.1, 13, 16.3, 17, 18, 19.4, 20 and 22 survive termination.

20.1 Governing law. The Agreement is governed by the laws of the State of New Jersey, without regard to its conflict-of-laws rules.

20.2 Informal resolution first. Before starting a lawsuit, the party with a dispute will email the other a written description of it, and both parties will try in good faith to resolve it for 30 days. Either party may seek urgent court relief to protect its intellectual property or Confidential Information without waiting.

20.3 Courts. Any lawsuit arising out of or related to the Agreement will be brought only in the state courts located in Somerset County, New Jersey, or the United States District Court for the District of New Jersey, and each party consents to their jurisdiction. Either party may bring a qualifying claim in small claims court instead.

20.4 JURY WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY LAWSUIT ARISING OUT OF OR RELATED TO THE AGREEMENT. THIS MEANS THAT ANY SUCH LAWSUIT WILL BE DECIDED BY A JUDGE, NOT A JURY.

21.1 The Service. We may add, change or remove features. We will not make a change that materially reduces the core functionality or security of the Service you are paying for during your current paid term.

21.2 These Terms. We may update these Terms. For a material change, we will email you at least 30 days before it takes effect and update the "Last updated" date above. If you have a commitment term, a material change takes effect when your current Initial Term ends, unless the change is required by law or addresses security. If you do not agree to a change, you may cancel before it takes effect. Continuing to use the Service after a change takes effect means you accept it.

22.1 Notices. We send notices to the email address on your account. You send notices to team@meridiesai.com. Notices are effective when sent, unless the sender receives a delivery failure message.

22.2 Assignment. Neither party may assign the Agreement without the other's written consent, except that either party may assign it in connection with a merger, acquisition or sale of all or substantially all of its assets, with notice to the other party.

22.3 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, outages of third-party infrastructure, or government action. This does not excuse payment obligations.

22.4 Independent parties. The parties are independent contractors. The Agreement creates no partnership, agency, employment or fiduciary relationship.

22.5 Entire agreement. The Agreement, including the Order Form, the Student Data Addendum and the documents they reference, is the entire agreement between the parties about the Service and replaces any prior discussions on that subject. Terms in your purchase orders or other documents do not apply.

22.6 Severability and waiver. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest of the Agreement will remain in effect. A failure to enforce a provision is not a waiver of it.

22.7 Headings. Headings are for convenience only. "Including" means "including without limitation."