Terms of Service.

Merida provides software for selling products and subscriptions online, including hosted checkout, invoicing, subscription management, customer accounts, webhooks, and a developer API. Where the Merchant elects, Merida acts as the merchant of record on invoices issued through the Service ("MoR Mode") and handles tax calculation and remittance on the Merchant's behalf. Where the Merchant elects to operate as their own merchant of record, Merida acts solely as a billing engine and the Merchant is responsible for tax compliance.

To use the Service, you must (a) be at least 18 years old, (b) have authority to enter into these Terms, and (c) not be barred from receiving financial services under the laws of your jurisdiction. The Service is currently available to businesses based in India. Additional country support is rolled out incrementally and is subject to country-specific terms.

You agree to provide accurate, complete, and current information when creating your account, and to keep that information up to date. You are responsible for safeguarding your account credentials and for any activity occurring under your account. You must notify Merida immediately of any unauthorized use.

Payments through the Service are processed by our payment processing partner. By creating a connected account through Merida and accepting these Terms, you also agree to the Stripe Services Agreement (Connected Account Agreement) between you and Stripe, Inc., which governs the payment processing services and the disbursement of funds to your designated bank account. You authorize Merida to share the information you provide during onboarding (business profile, identity, ownership, bank account details, and any KYC documents) with Stripe so that Stripe may verify your identity, comply with anti-money-laundering requirements, and process payments and payouts on your behalf.

Stripe may from time to time require additional information or documentation to maintain your connected account. Failure to provide such information may result in suspended payouts or the closure of your connected account. Merida is not a bank, money transmitter, or money services business, and the funds in your balance are held by our payment processor on your behalf.

Fees for the Service are described on our pricing page and are accepted by you when you sign up or by your continued use of the Service after a fee change. Merida may deduct platform fees and payment-processing fees from settled funds before payout. Cross-border, currency-conversion, and dispute fees passed through from our payment processor are charged at cost.

In MoR Mode, Merida calculates, collects, and remits sales, value-added, goods-and-services, and similar consumption taxes on invoices issued through the Service. In billing-engine-only mode, the Merchant is the seller of record and is solely responsible for the determination, collection, and remittance of all applicable taxes. The Merchant will provide accurate jurisdiction and product-classification information so that tax can be calculated correctly and will indemnify Merida against losses resulting from inaccurate or omitted tax information supplied by the Merchant.

You agree not to use the Service to (a) violate any applicable law or regulation, (b) infringe any intellectual-property right, (c) sell goods or services that fall on our prohibited-business list (firearms, regulated pharmaceuticals, adult services, gambling without applicable licensing, and other categories identified from time to time on our website), (d) facilitate fraud, money laundering, or sanctions evasion, or (e) interfere with the integrity or security of the Service. We may suspend or terminate accounts found in violation.

Your use of the Service is also governed by our Privacy Policy, which describes how we collect and process information. You are responsible for the lawful collection and use of personal data of your end customers and for posting your own privacy notice where required.

Merida and its licensors retain all right, title, and interest in and to the Service, including the dashboard, hosted checkout, APIs, documentation, and trademarks. Subject to your compliance with these Terms, Merida grants you a non-exclusive, non-transferable, revocable license to access and use the Service for your business purposes during the term of your account.

Each party will protect the other party's non-public information disclosed under these Terms with the same care it applies to its own confidential information of similar importance, and at minimum reasonable care. Confidential information will be used solely to perform under these Terms.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MERIDA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MERIDA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE. MERIDA'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID BY YOU TO MERIDA IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

You will indemnify and hold harmless Merida, its affiliates, and their officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses arising from (a) your breach of these Terms, (b) your violation of any law or third-party right, (c) your products or services sold through the Service, or (d) inaccurate tax or business information you supplied.

These Terms remain in effect while you have an account. Either party may terminate at any time on notice. We may suspend or terminate your account immediately if you breach these Terms or if required by our payment-processing partner or by law. Upon termination, your access to the Service will cease, but Sections 9 (Intellectual Property), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 16 (Dispute Resolution), and any provisions that by their nature should survive will continue to apply.

We may modify the Service and these Terms from time to time. For material changes we will give notice through the dashboard or by email. Your continued use after the effective date constitutes acceptance of the updated Terms.

These Terms are governed by the laws of [Jurisdiction], without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms will be resolved by binding arbitration in [Seat] administered by [Arbitration Body] under its then-current rules, except that either party may seek injunctive relief in court for matters relating to intellectual property or unauthorized use of the Service.

These Terms, together with the Privacy Policy and any order forms or addenda referenced in your account, constitute the entire agreement between you and Merida regarding the Service. If any provision is held unenforceable, the remaining provisions will remain in full force and effect. No waiver is effective unless in writing.

Questions about these Terms can be sent to [email protected], or by post to Haloweave, 72, Oil Mill Rd, Ramaswamipalya, Kammanahalli, Bengaluru, Karnataka 560084, India.