Terms of Service

Background.

The website at https://meridianvs.com is owned and operated by Meridian Venture Services LLC (“Meridian,” “we,” or “us”). In exchange for access to this website and related services, we require that users (“you”) enter into an agreement with Meridian called the “Terms of Service”. The Terms of Service apply to the Meridian website and all associated sites linked to the website by Meridian, its subsidiaries and affiliates (collectively, the “Site”). This contract does not nullify or alter any other agreement that may exist between you and Meridian, including any other applicable terms and conditions provided on the Site. Please read these Terms of Service carefully. This document is a legal contract, and by using the Site, you—on behalf of yourself and your employer, if applicable—agree to its terms.

Meridian reserves the right to revise these Terms of Service at any time at its sole discretion. It is your responsibility to check these Terms of Service periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Service, Meridian grants you permission to use the Site. If you do not agree to these Terms of Service, or if you have not been authorized to agree to these Terms of Service on behalf of your employer, you are not authorized to access the Site, and you must discontinue use of this Site immediately.

Our Content.

All text, images, animations, videos, sounds, music, data, applications, interfaces and enabling computer code (collectively, “Content”) contained on the Site, including but not limited to the design, structure, presentation, organization and navigation of such Content, is owned, controlled or licensed by or to Meridian, and is protected by various intellectual property rights and unfair competition laws. Except as expressly provided in these Terms of Service, no part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Meridian’s express prior written consent. You may use information about Meridian’s products and services purposely made available by Meridian for viewing or downloading from the Site, provided that you (i) not remove any proprietary notice language in all copies of such documents, (ii) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (iii) make no modifications to any such information, and (iv) not make any additional representations or warranties relating to such documents.

No Professional Advice.

The Content provided on the Site, including User Submissions, is intended as general business information, not professional advice pertaining to any specific set of circumstances. Unless otherwise specifically set forth in a Master Services Agreement between Meridian and a client, any information supplied by any employee or agent of Meridian, whether by telephone, e-mail, letter, facsimile, or other form of communication, is intended solely as general business information or guidance on the appropriate uses of the Site or Meridian’s services, and does not constitute legal, tax, accounting, or other professional advice. Individual situations and state laws vary, and users are encouraged to obtain appropriate advice from qualified professionals in the applicable jurisdictions.

Intellectual Property.

All rights in the product names, company names, trade names, logos, service marks, product packaging, and trade dress, whether or not appearing in large print or with the trademark symbol (collectively, the “Intellectual Property”) displayed on the Site belong exclusively to Meridian or their respective owners and are prohibited from imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. You may not use, “frame,” or utilize any “framing” techniques to enclose any Intellectual Property, including but not limited to text, graphics, images, audio, video, software, layout/design of pages or forms found on the Site. The use or misuse of the Intellectual Property or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Site confers on you any license or right in or under the Intellectual Property of Meridian or any third party.

Links to Third Party Sites and Third Party Content.

This Site may contain links to other independent third party websites (“Linked Sites”) as well as Content originating from third parties, including, but not limited to, text, graphics, audio, video, and software applications (“Third Party Content”). Linked Sites and Third Party Content are provided solely as a convenience to our visitors. If you decide to access Linked Sites or Third Party Content, you do so at your own risk. Such Linked Sites are not under Meridian’s control, and Meridian is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You should be aware that Meridian’s Terms of Service and other policies do not apply to any Linked Site or Third Party Content and you will need to make your own independent judgment regarding your interaction with Linked Sites and Third Party Content. Meridian is under no obligation to link to any third party website or to provide access to any particular third party content, nor is it responsible for maintaining or maintaining any such links or access. Meridian reserves the sole and exclusive right to add and remove links and Content on the Site.

Notices of Copyright Infringement.

If you believe in good faith that your copyrighted work has been reproduced on or linked from the Site without authorization in a way that constitutes copyright infringement, please provide us with the following information:

  • Identification of the copyrighted work claimed to have been infringed;
  • Identification of the allegedly infringing material on the Site that is requested to be removed;
  • Your name, address, and daytime telephone number, and an e-mail address if available, so that we may contact you if necessary;
  • A statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed; and
  • An electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of copyright and to submit the statement.

Claims of infringement on the Site should be emailed to legal@meridianvs.com using the subject line “Copyright Notice.” We will remove any Content that infringes upon the copyright of any person under the laws of the United States upon receipt of such a statement (or any statement in conformance with 17 U.S.C. § 512(c)(3)), and will terminate the access privileges of those who repeatedly infringe on the copyright of others. United States law imposes substantial penalties for falsely submitting a notice of copyright infringement.

Your Use of the Site.

You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. Meridian reserves the right to bar any such activity. You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any Meridian server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means. You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other client of Meridian, including any Meridian account not owned by you, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large burden on the infrastructure of the Site or Meridian’s systems or networks, or any systems or networks connected to the Site or to Meridian. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site. You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Meridian on or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity. You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Service, or to solicit the performance of any illegal activity or other activity that infringes the rights of Meridian or others.

Registration and Account Security.

Certain features or services offered on or through the Site are not available to the general public and are accessible only through restricted portions of the Site (“Restricted Areas”) and by users to whom we have issued usernames and passwords (“Registered Users”). You are not a Registered User unless you have received a valid username and password from us. You may not use anyone else’s username, password, or account at any time without the express permission and consent of the holder of that username, password or account. However, you may access Restricted Areas using a username and password issued to your employer if your employer is both a Registered User and has previously given you authorization to use its username and password. If you use a username and password belonging to a Registered User, you warrant that you are an employee of that Registered User and that you have been authorized by that Registered User to use the username and password. You are entirely responsible for maintaining the confidentiality of your account information, including your username and password, and for any and all activity that occurs under your account. You agree to notify Meridian immediately of any unauthorized use of your account or password, or any other breach of security. However, you may be held liable for losses incurred by Meridian or any other user of or visitor to the Site due to someone else using your Meridian username, password or account. Meridian cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

Interactive Services and User Content.

The Site may include interactive services, which permit users to submit content for publication on the Site or to communicate with each other. If you choose to (i) submit, post, or add content to the Site, (ii) provide feedback through the site, or (iii) to contact another user through the Site (collectively, “User Submissions”), you agree to accept sole responsibility for those User Submissions, including the information, statements, facts, and material contained in any form or medium (e.g., text, audio, video, and photographic) therein. When you provide any User Submission to us, you grant us, our subsidiaries, our affiliates, and our partners, a worldwide, irrevocable, royalty-free, nonexclusive, sub-licensable license to reproduce, reformat, improve, edit, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, publish, use, and commercialize such User Submission, and subsequent versions thereof without any further consent, notice, and/or compensation to you or any third parties. Any feedback you provide on or through the Site shall be deemed to be non-confidential and Meridian shall be free to use such information on an unrestricted basis. You agree you will not attempt to enforce any so-called “moral rights” in your User Submission against us, our subsidiaries, affiliates, and/or our partners. This license will apply to the distribution and the storage of your User Submission in any form, medium, or technology now known or later developed. The Site provides a forum for business networking and interaction, and we require all users to behave with professionalism, respect, and in compliance with all applicable laws. By using the Site, you agree that none of your User Submissions will:

  • Infringe on the intellectual property, trade secret, privacy, publicity, or other rights of others;
  • Contain false statements or misrepresentations that could damage Meridian or any third party;
  • Include obscene, libelous, defamatory, threatening, harassing, abusive, hateful, sexually explicit, sexually-oriented, profane, or embarrassing material, as determined by Meridian in its sole discretion;
  • Be illegal or otherwise objectionable;
  • Include commercial advertisements or solicitations; or
  • Purport to or actually provide legal, accounting, tax or other professional advice.

Because portions of the Site are available to the public, we cannot guarantee that any User Submissions, even those that you do not intentionally publish, will remain confidential, nor do we guarantee that User Submissions published in a Restricted Area will be available only to Registered Users. Although you are solely responsible for the content you provide and we do not have a policy of reviewing or monitoring all User Submissions, we reserve the right to monitor User Submissions. If we become aware of User Submissions that violate these Terms of Service or that we believe to be otherwise objectionable, we may reject or delete them, or take other action, without notice to you and in our sole discretion. If you believe that any User Submissions appear to violate these Terms of Service, or if you believe any other user is engaged in illegal, harassing, or objectionable behavior, please contact us by e-mailing legal@meridianvs.com using the subject line “Online Compliance.” You understand and agree that User Submissions are neither owned by nor provided by Meridian, and that Meridian is in no way responsible for such User Submissions or any related conduct or practices.

Service Availability, Scheduled Downtime and Unplanned Outages.

Meridian makes all reasonable efforts to ensure a high level of availability for its services. We periodically schedule downtime for maintenance, testing, and other purposes. Unplanned system outages may also occur. We shall have no liability whatsoever for (i) resulting unavailability of the Site; (ii) loss of data or transactions caused by scheduled downtime or unplanned outages; (iii) delay, misdelivery, or nondelivery of information caused by such downtime or outages, (iv) service disruptions resulting from outages of domain registrars, web hosting providers, Internet service providers, or any network or facility external to the Site, or (v) service disruptions caused by destructive acts by third-parties. You agree that Meridian may, in its sole discretion and without prior notice, limit, suspend or terminate your access to the Site for cause, which includes (but is not limited to) (i) requests by law enforcement or other government agencies, (ii) a request by you (self-initiated account suspensions or deletions), (iii) discontinuance or material modification of the Site or any service offered on or through the Site, (iv) noncompliance with these Terms of Service, or (v) unexpected technical issues or problems.

Your Privacy.

We care about the privacy of Meridian’s clients–past, present and future. A separate document, Meridian’s Privacy Statement, explains our handling of the personal information we maintain about you. Meridian’s Privacy Statement applies to use of this Site, and its terms are made a part of these Terms of Service by this reference. By using the Site, you indicate that you understand and agree to the information collection, use, and disclosure practices described in our Privacy Statement and any additional notices governing our online services, so you should review them before using the Site. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted. If you have questions about our privacy practices, please contact us at legal@meridianvs.com using the subject “Privacy Statement.”

Other Terms and Conditions.

Additional terms and conditions may apply to purchases of goods or services and to specific portions or features of the Site, including, but not limited to performance management and benchmarking services, decision support tools, and analytics as well as contests, promotions or other similar features. All such other terms and conditions are made a part of these Terms of Service by this reference, and you agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms of Service and the terms posted for or applicable to a specific portion of the Site or for any service offered on or through the Site, the latter terms shall control with respect to your use of that portion of the Site or the specific service. Meridian’s obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this Site should be construed to alter such agreements. Meridian may make changes to any products or services offered on the Site, or to the applicable prices for any such products or services, at any time, without notice. The materials on the Site with respect to products and services may be out of date, and Meridian makes no commitment to update the materials on the Site with respect to such products and services.

Disclaimers.

Meridian does not promise that the Site or any Content, service or feature of the Site will be error-free or uninterrupted, that any defects will be corrected, or that your use of the Site will provide specific results. The Site and its Content are delivered on an “as-is” and “as-available” basis. All information provided on the Site is subject to change without notice. Meridian cannot ensure that any files or other data you download from the Site will be free of viruses or contamination or destructive features. Meridian disclaims all warranties, express or implied, including any warranties of accuracy, non-infringement, merchantability and fitness for a particular purpose. Meridian disclaims any and all liability for the acts, omissions, and conduct of any third parties in connection with or related to your use of the Site and/or any Meridian services. You assume total responsibility for your use of the Site and any Linked Sites. Your sole remedy against Meridian for dissatisfaction with the Site or any content is to stop using the Site or any such Content. This limitation of relief is a part of the bargain between the parties. The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action. Meridian reserves the right to do any of the following, at any time, without notice: (i) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (ii) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (iii) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Limitation of Liability.

Except where prohibited by law, in no event will Meridian be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Meridian has been advised of the possibility of such damages. In the event that you have a dispute with another user related to, arising from, or in any way connected with your use of the Site, you release Meridian from any claims, demands, and damages of every kind and nature arising out of or in any way connected with such a dispute, and agree to hold Meridian harmless in connection with any such dispute. If, notwithstanding the other provisions of these Terms of Service, Meridian is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or any Content, Meridian’s liability shall in no event exceed the greater of (i) the total of any subscription or similar fees paid by you to Meridian with respect to any service or feature of or on the Site during the three months prior to the date of the initial claim made against Meridian (but not including the purchase price for any hardware or software products or support or similar program), or (ii) US$1,000.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

Indemnity.

You agree to indemnify and hold Meridian, its officers, directors, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorney’s fees), made against Meridian by any third party due to or arising out of or in connection with your use of the Site.

Violation of These Terms of Service.

You agree that Meridian may, in its sole discretion and without prior notice, limit, suspend or terminate your access to the Site if we determine that you have violated these Terms of Service or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Service will constitute an unlawful and unfair business practice, and will cause irreparable harm to Meridian, for which monetary damages would be inadequate, and you consent to Meridian obtaining any injunctive or equitable relief that Meridian deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Meridian may have at law or in equity. If Meridian does take any legal action against you as a result of your violation of these Terms of Service, Meridian will be entitled to recover from you, and you agree to pay, all reasonable attorney’s fees and costs of such action in addition to any other relief granted to Meridian. You agree that Meridian will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Service.

Governing Law and Dispute Resolution.

You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of Washington without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Clark County, Washington, and waive any objection to such jurisdiction or venue. Any claim under these Terms of Service must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorney’s fees. In the event of any controversy or dispute between Meridian and you arising out of or in connection with your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

Void Where Prohibited.

Meridian administers the Site from its offices in Ridgefield, Washington USA. Although the Site is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Site are available to all persons or in all geographic locations, or outside the United States. Meridian reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Site is void where prohibited.

Miscellaneous.

Export Compliance. You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Site, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

Relationship of the Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Meridian as a result of these Terms of Service or your access to and use of the Site.

No Third Party Beneficiaries. Except as otherwise expressly provided herein, these Terms of Service shall not be interpreted or construed to confer any rights or remedies on any third parties.

Severability. If any of the provisions of these Terms of Service are held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable to any extent, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Service, so that these Terms of Service shall remain in full force and effect.

No Waiver. Meridian’s failure to seek redress for violation of or to insist on strict performance of any provision of these Terms of Service shall not constitute a waiver by Meridian of any provision or any right it has to enforce these Terms of Service. Further, no waiver of any provision herein shall be deemed a waiver of any other provision, whether or not similar, nor constitute a continuing waiver unless it is expressly stated so in writing. You agree that no course of conduct between Meridian and you or any other party be deemed to modify any provision of these Terms of Service.

Electronic Contracting. You agree that a printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. In cases where Meridian, in its sole discretion, seeks your consent to these Terms of Service or to terms and conditions of certain other agreements on this Site by means of an electronic signature that asks you to “click” on boxes containing the words “I Accept”, “I Agree” or other similar phrases (collectively, “Acceptance Terms”), you acknowledge and agree that your “click” will be deemed a legally binding electronic signature. You further agree that you will carefully review any document or web page before making such an electronic signature.

Entire Agreement. Except as otherwise specified herein, these Terms of Service constitute the entire agreement between you and Meridian with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and Meridian with respect to such use are hereby superseded and canceled. Meridian will not accept any counter-offers to these Terms of Service, and all such offers are hereby categorically rejected. The information on this Site is subject to change without notice.

Questions.

Please contact legal@meridianvs.com using the subject line “Terms of Service” with any questions or comments about our Terms of Service.

Effective January 2016.