Legal
Terms of Service
Effective date: January 1, 2025 · Last updated: January 1, 2025
1. Acceptance of Terms
By accessing or using MERPP's software-as-a-service platform ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, do not use the Service.
2. Description of Service
MERPP provides a cloud-based enterprise resource planning (ERP) platform that includes modules for accounting, CRM, inventory, manufacturing, purchasing, sales, HR, project management, helpdesk, documents, analytics, and dashboards. The Service is provided on a subscription basis and accessed via a unique subdomain assigned to each customer account.
3. Account Registration and Security
You must provide accurate, complete, and current information when registering for a MERPP account. You are responsible for maintaining the security of your account credentials and subdomain. You are responsible for all activity that occurs under your account. Notify MERPP immediately at security@merpp.com if you suspect any unauthorized use of your account. MERPP is not liable for any loss resulting from unauthorized access due to your failure to maintain credential security.
4. Subscriptions and Billing
MERPP offers service plans and commercial terms as described on our Pricing page or agreed directly during onboarding. Workspace creation, invoicing, and account activation are currently handled manually by the MERPP team. MERPP may update plan pricing or commercial terms with 30 days' notice.
5. Customer Data
You retain all ownership rights to data you input into the Service ("Customer Data"). MERPP will not access, use, or disclose your Customer Data except as necessary to provide the Service, comply with law, or as you direct. MERPP implements industry-standard security measures to protect Customer Data. Upon account termination, Customer Data will be retained for 30 days for export, after which it may be permanently deleted. You are responsible for ensuring you have the right to submit any data to the Service.
6. Acceptable Use
You agree not to: (a) use the Service for any unlawful purpose; (b) upload malicious code or attempt to gain unauthorized access to any system; (c) resell, sublicense, or redistribute the Service without written permission; (d) reverse engineer, decompile, or disassemble any component of the Service; (e) use the Service to transmit spam, phishing content, or harmful material; (f) exceed usage limits in a manner that degrades performance for other customers. MERPP reserves the right to suspend accounts that violate these terms.
7. Intellectual Property
MERPP and its licensors retain all intellectual property rights in the Service, including all software, designs, documentation, and trademarks. These Terms do not transfer any intellectual property rights to you. You grant MERPP a limited license to host, process, and display your Customer Data solely to provide the Service. Feedback or suggestions you provide to MERPP may be used by MERPP without restriction or compensation.
8. Availability and Support
MERPP targets 99.9% monthly uptime for the Service, excluding scheduled maintenance windows communicated at least 24 hours in advance. Support is provided as described in your subscription plan. MERPP does not guarantee uninterrupted access and is not liable for downtime caused by factors outside its control, including third-party infrastructure failures, internet disruptions, or force majeure events.
9. Confidentiality
Each party agrees to keep the other's non-public business information confidential and not disclose it to third parties without prior written consent, except as required by law. This obligation survives termination of these Terms for a period of three (3) years. Confidential information does not include information that is publicly available, independently developed, or received from a third party without restriction.
10. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. MERPP DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, SECURE, OR CONTINUOUSLY AVAILABLE. USE OF THE SERVICE IS AT YOUR OWN RISK.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MERPP'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT WILL MERPP BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Termination
Either party may terminate these Terms for convenience with 30 days' written notice. MERPP may suspend or terminate your account immediately for material breach of these Terms or activity that poses a security risk. Upon termination, your right to access the Service ceases. You may export your data during the 30-day post-termination retention period. Provisions of these Terms that by their nature should survive termination will survive.
13. Governing Law and Disputes
These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law principles. Any dispute arising from these Terms will be resolved through binding arbitration under the AAA Commercial Arbitration Rules, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction. You waive any right to participate in a class action lawsuit or class-wide arbitration.
14. Changes to Terms
MERPP may update these Terms from time to time. We will notify you of material changes by email or via an in-app notice at least 14 days before they take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you object to any changes, your sole remedy is to stop using the Service and terminate your account.
15. Contact
If you have questions about these Terms, contact us at legal@merpp.com or by mail at MERPP Inc., Legal Department, 1 Enterprise Plaza, Wilmington, DE 19801, USA.
Questions? Contact support or email legal@merpp.com.
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