1. Acceptance
These Terms of Service (“Terms”) are a binding agreement between Meridian-One (“Meridian-One,” “we,” “us,” or “our”) and the business entity that creates an account, completes onboarding, or otherwise accesses the Meridian-One platform and related websites (the “Service”). By accessing or using the Service, you agree to these Terms on behalf of that business (“Client,” “you,” or “your”). If you do not agree, do not use the Service.
2. The Service
Meridian-One provides a specialty clinic operating platform that may include CRM, clinical workflows, commerce, communications, marketing tools, lab and pharmacy-related workflows, billing automations, analytics, and related features, as described in product materials or your order form. Features may change over time. We may offer beta or preview features that are provided “as is.”
3. Accounts & access
- You must provide accurate account and organization information and keep it updated.
- You are responsible for users you authorize, their credentials, and activity under your account.
- Notify us promptly of unauthorized access or suspected compromise.
- We may suspend access for security risk, non-payment, or material breach of these Terms.
4. Acceptable use
You will not, and will not permit others to:
- use the Service unlawfully or in violation of clinical, advertising, privacy, or consumer-protection rules applicable to your practice;
- upload malware, attempt unauthorized access, or disrupt the Service;
- reverse engineer or scrape the Service except as allowed by law;
- misrepresent affiliation with Meridian-One or use our marks without permission;
- use the Service to send spam or unlawful communications; or
- circumvent vendor or partner relationships introduced through the Service in violation of the Client Anti-Circumvention Addendum.
5. Clinical data & PHI
If you process protected health information (PHI) or other regulated health data in the Service, you are responsible for determining that Meridian-One is an appropriate vendor for your use case and for executing any required Business Associate Agreement (BAA) or similar agreement. You remain responsible for clinical decisions, patient relationships, consents, and compliance with HIPAA and other applicable law. Meridian-One is a technology provider; it does not practice medicine.
6. Fees & payment
Fees, billing frequency, and payment methods are set out in your order form, packaging materials, or in-product billing settings. Unless stated otherwise, fees are due as invoiced, are non-refundable except as required by law or expressly agreed in writing, and may change on notice for renewal periods. Late amounts may accrue interest or suspension rights as allowed by law and your order form.
7. Intellectual property
Meridian-One and its licensors own the Service, software, designs, documentation, and trademarks. You receive a limited, non-exclusive, non-transferable right to use the Service during your subscription for your internal business operations. You retain ownership of your Client Data. You grant us a license to host, process, and display Client Data as needed to provide and improve the Service, subject to our Privacy Policy and any BAA.
8. Confidentiality
Each party may receive non-public information from the other. The receiving party will protect that information with reasonable care and use it only to perform under these Terms, except for information that is public, independently developed, or required to be disclosed by law (with notice where legally permitted).
9. Disclaimers
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant uninterrupted or error-free operation, or that the Service will meet every clinical or commercial outcome you expect.
10. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO MERIDIAN-ONE FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE CLAIM. These limits do not apply to liability that cannot be limited by law, or (where applicable) your payment obligations, or either party’s willful misconduct.
11. Term & termination
These Terms apply while you use the Service. Either party may terminate as provided in your order form or for material breach not cured within thirty (30) days after written notice (or sooner for unpaid fees or security risk). Upon termination, your right to access the Service ends. Sections that by nature should survive (including IP, confidentiality, disclaimers, liability limits, and governing law) will survive.
12. Related documents
Your use of the Service may also be subject to:
- Privacy Policy
- Client Anti-Circumvention Addendum
- Any MSA, order form, BAA, or data processing terms we execute with you
13. Governing law & disputes
These Terms are governed by the laws of the Commonwealth of Pennsylvania, excluding conflict-of-law rules, unless your signed MSA states otherwise. Before filing a claim, the parties will attempt good-faith negotiation for thirty (30) days after written notice. Courts located in Pennsylvania will have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction to protect IP or confidential information.
14. Contact
Questions about these Terms: contact@meridian-one.io · www.meridian-one.io