1. Contractual Relationship
By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Meridian may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
2. The Services
The Services comprise mobile applications and related services (each, an “Application”), which enable users to arrange and schedule delivery of services and/or to purchase certain goods, including with third party providers of such services and goods under agreement with Meridian or certain of Meridian’s affiliates (“Third Party Providers”). Unless otherwise agreed by Meridian in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT YOUR ABILITY TO OBTAIN GOODS AND SERVICES THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH MERIDIAN AS A PROVIDER OF GOOD AND SERVICES.
Meridian grants you a limited, non-exclusive, non-transferable license, to access, view, download, install, and use Meridian App(s), and/or any Meridian website content, for the purpose of using the Meridian Services, including the initiation of orders and/or payment for goods and/or services and for participating in merchant reward Programs. Except as expressly permitted by these User Terms, you may not modify, reproduce, distribute, publish, reverse-engineer, create derivative works out of, decompile, deep link, publicly display, or otherwise exploit for any purpose, the Meridian Apps, Services or Meridian Property, or any portion thereof. You may not remove or alter, or reuse in any manner or for any other purpose, any copyright, trademark or other proprietary notices that have been placed on the Meridian Property. You may not collect and use the product listing, pictures, or descriptions within the Meridian Property for any commercial purpose. All rights not expressly granted to you by this Agreement remain the property of Meridian and its licensors.
The marks “meridian,” “mingl,” “connekt,” “beemoni,” “beegood,” the associated logos, among other marks are registered or unregistered trademarks of Meridian and may not be used in connection with any service or products other than those provided by Meridian, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Meridian.
Third Party Services and Content.
3. Access and Use of the Services
Permissions to User Data.
In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account, unless a specific Service permits otherwise. Account registration requires you to submit to Meridian certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method supported by Meridian. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times.
User Provided Content.
Meridian may, in Meridian’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Meridian through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to Meridian, you grant Meridian a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Meridian’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
Network Access and Devices.
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Meridian does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
Meridian enables you to make card and ACH based purchases from Meridian of goods provided by third-party merchants by linking to your Meridian User Account a bank account, debit, credit, and/or prepaid credit card issued in the United States bearing the trademarks of MasterCard International Inc. and Visa Inc. (the “Networks”), as well as American Express and Discover. By linking a payment instrument to your User Account, you represent to Meridian that you are an authorized user of the payment instrument. You may change the payment instrument associated with your User Account at any time. You are responsible for ensuring that the payment instrument associated with your Meridian account is at all times current, non-expired, and valid for payments.
You understand that use of the Services may result in charges to you for the services or goods you receive (“Charges”). Meridian will receive and/or enable your payment of the applicable Charges for services or goods obtained through your use of the Services. Charges will be inclusive of applicable taxes where required by law. Charges may include other applicable fees including processing fees.
All Charges and payments will be enabled by Meridian using the preferred payment method designated in your Account, after which you will receive a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Meridian may use a secondary payment method in your Account, if available. Charges paid by you are final and non-refundable, unless otherwise determined by Meridian.
As between you and Meridian, Meridian reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Meridian’s sole discretion. Meridian may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for Services at any time prior to the commencement of such Services, in which case you may be charged a cancellation fee on a Third Party Provider’s behalf. After you have received services or goods obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback. Meridian may use the proceeds of any Charges for any purpose, subject to any payment obligations it has agreed to with any Third Party Providers or other third parties.
In certain cases, with respect to Third Party Providers, Charges you incur will be owed directly to Third Party Providers, and Meridian will collect payment of those charges from you, on the Third Party Provider’s behalf as their limited payment collection agent, and payment of the Charges shall be considered the same as payment made directly by you to the Third Party Provider. In such cases, you retain the right to request lower Charges from a Third Party Provider for services or goods received by you from such Third Party Provider at the time you receive such services or goods, and Charges you incur will be owed to the Third Party Provider. Meridian will respond accordingly to any request from a Third Party Provider to modify the Charges for a particular service or good. This payment structure is intended to fully compensate a Third Party Provider, if applicable, for the services or goods obtained in connection with your use of the Services. In all other cases, Charges you incur will be owed and paid directly to Meridian or its affiliates, where Meridian is solely liable for any obligations to Third Party Providers. In such cases, you retain the right to request lower Charges from Meridian for services or goods received by you from a Third Party Provider at the time you receive such services or goods, and Meridian will respond accordingly to any request from you to modify the Charges for a particular service or good. Meridian does not designate any portion of your payment as a tip or gratuity to a Third Party Provider. Any representation by Meridian (on Meridian’s website, in the Application, or in Meridian’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services or goods provided is not intended to suggest that Meridian provides any additional amounts, beyond those described above, to a Third Party Provider you may use. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary.
Failed Transactions. In the event that Meridian is unable to successfully charge any linked payment instrument, Meridian will notify you via email and/or in-App notification, and you will be unable to initiate further orders or transactions with your User Account. Your Meridian User Account will be disabled until a valid payment instrument is provided and the outstanding uncharged balance is resolved by Meridian. Meridian is not responsible for any charges imposed by the issuer of your payment instrument as a result of any failed charge by Meridian. You agree that Meridian, or any agency or business employed by Meridian, has the right to contact you and your heirs via telephone, email or in-person using the information you provided upon registration or during any contact with Meridian, in an effort to collect any monies and fees owed under your account, whether specifically referenced in these User Terms or not, and such contact may be made in a manual or automated fashion.
5. Consent to Electronic Disclosures and Notices
By accepting these User Terms, you agree that your electronic acknowledgement of this Agreement, and any other agreements and documents, has the same effect as if you signed them in ink. You agree that electronic Disclosures and notices have the same meaning and effect as if Meridian had provided you with paper copies, whether or not you choose to view the Disclosures. Such Disclosures and notices are considered received by you within 24 hours of the time posted to our website, or emailed or messaged to you. Requests to cancel your consent to future electronic Disclosures will be completed in a reasonable time. Meridian reserves the right to terminate your Meridian User Account if you withdraw consent to future electronic Disclosures. You may update the information required to contact you electronically by logging into a Meridian App or to the Meridian website.
6. Merchant Incentive and Rewards
When initiating a Meridian transaction at a Meridian merchant POS, or initiating online orders from participating Meridian merchants, you participate automatically in any promotional campaigns offered by Meridian’s merchant partners, and/or third-party partners offering rewards to Meridian Users, such as loyalty reward programs, refer-a-friend programs, product incentive programs, etc. (“Programs”), and earn automatically any merchant-offered rewards, incentives, or discounts (“Merchant Credit”) and/or third-party-offered incentives, rewards, or discounts (“User Credit”) associated with your transaction. REWARDS APPLIED TO ORDER AHEAD TRANSACTIONS IN A MERIDIAN APP WILL INCLUDE ONLY THOSE REWARDS DISPLAYED IN THE APP AND MAY NOT INCLUDE ALL REWARDS ADVERTISED BY A MERCHANT OR OFFERED BY A MERCHANT THROUGH OTHER CHANNELS, OR IN CONNECTION WITH MOBILE APPS OTHER THAN A MERIDIAN APP. Meridian will also automatically redeem any Merchant or User Credit previously awarded at the time of purchase at the participating merchant’s POS, or at the time of mobile order completion, in accordance with the terms of such Program. Merchant or User Credit applied to the purchase will be deducted from the transaction amount charged by Meridian as part of the authorized charge to the payment instrument(s) associated with your User Account.
Promotional Programs, and Merchant or User Credit associated with such Programs, are offered by the merchant or funding third party alone (and not by Meridian) and the offering parties are responsible for setting applicable rules, including the expiration of any Merchant or User Credit, and compliance with such rules. Any complaints concerning any merchant’s or third party’s failure to award or redeem Merchant or User Credit according to any Program may be sent to Meridian at: email@example.com. While Meridian may, in its discretion, attempt to resolve any complaints concerning a person’s failure to award or redeem Merchant or User Credit, Meridian is not responsible for such person’s failure to award or redeem Credit for any reason.
7. Copyright Infringement
If you believe that any material contained in a Meridian App or on a Meridian website infringes a copyright that you control, you may contact us with a notification of such infringement at the following address:
STE 7H, 125 Prospect Ave, Hackensack, NJ 07601
Meridian requests that any notice alleging that materials hosted by or distributed through the Services infringe intellectual property rights include the following information (17 U.S.C. § 512(c)(3)): (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right allegedly infringed; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of the material that you claim is infringing and where it is located on the Services; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
8. Termination and Modifications
Termination by User. You may terminate this Agreement at any time by closing your Meridian User Account and ceasing to use the Meridian Services, and all Meridian Apps.
Termination by Meridian. Meridian reserves the right to suspend or terminate your User Account and/or your access to the Meridian Services at any time, without notice to you, if it believes, in its sole and absolute discretion, that you are in breach of this Agreement, or if it believes that you are using the Meridian Services or any Meridian App in a manner harmful to Meridian, its merchants, users, or any other third party. Any such termination, suspension, or modification will terminate any Merchant or User Credit that you rightfully earned prior to termination.
Modification of Services and Terms. Meridian reserves the right to modify the Services and Meridian Apps, any features or aspects of the Services or Apps at any time, without notice to you. Meridian may also from time to time amend, update, or change these User Terms. If Meridian does so, it will notify you by posting the amended terms on our website. You are under a continuing obligation to review the current version of these User Terms and other published Meridian policies when using the Meridian Apps and/or Services. You agree that your continued use of your Meridian User Account, the Meridian Services, or the Meridian Apps shall constitute your agreement to the User Terms as so amended. If you do not agree to the amended Terms, you must terminate your User Account and cease using the Meridian Services and Meridian Apps.
Obligations in the Event of Termination. If your Meridian User Account is terminated for any reason or no reason, you agree: (a) to continue to be bound by this Agreement, (b) to immediately stop using the Meridian Services and all Meridian Apps, (c) that the license provided by Meridian under this Agreement shall end, (d) that we reserve the right (but have no obligation) to delete all of the User Data stored by Meridian, and (e) that Meridian shall not be liable to you, or any third party, for compensation, reimbursement, or damages in connection with your use of Meridian or for termination of access to your Meridian User Account.
9. Disclaimers; Limitation of Liability; Indemnity
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MERIDIAN DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, MERIDIAN MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. MERIDIAN DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY.
MERIDIAN SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF MERIDIAN, EVEN IF MERIDIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
MERIDIAN SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF MERIDIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MERIDIAN SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND MERIDIAN’S REASONABLE CONTROL.
THE SERVICES MAY BE USED BY YOU TO REQUEST GOODS, OR SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT MERIDIAN HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY GOODS OR SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, MERIDIAN’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON MERIDIAN’S CHOICE OF LAW PROVISION SET FORTH BELOW.
You agree to indemnify and hold Meridian and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Meridian’s use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.
10. Arbitration Agreement
Meridian seeks reasonably to attempt to resolve disputes with Users to their satisfaction. If, however, a matter arises that cannot be resolved promptly between you and Meridian, you agree that any disputes arising out of or relating to the Meridian Services, any Meridian App, or this Agreement (including, without limitation, the validity, applicability, or enforceability, and scope of the agreement to arbitrate and any disputes with Meridian’s third-party licensors or merchants) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under the Federal Arbitration Act and shall be conducted before a single arbiter pursuant to the applicable Rules and Procedures established by the AAA (for information on the AAA and its rules, see adr.org). You agree that the arbitration shall be held in Hackensack, New Jersey, unless the AAA or the arbitrator shall determine that venue in Hackensack is unreasonably burdensome, in which case the AAA or the arbitrator shall select a venue that is not unreasonably burdensome to both you and us. You agree that, if the AAA shall be unavailable or decline to administer the arbitration, and the parties do not agree on a substitute, a substitute administrator or arbitrator shall be appointed by the court. This provision shall not apply to claims of patent, trademark, copyright infringement, or misappropriation of trade secrets. In addition, you or we may elect to bring an individual claim in a small claims court, but Meridian does not hereby agree to any personal jurisdiction that is otherwise lacking.
You agree that any arbitration shall not permit claims on a class, mass, representative, or private attorney general basis. You further agree that no claims of other parties may be consolidated with your or our claims in the arbitration without both your and our consent. YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS, MASS, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED ACTION AGAINST MERIDIAN.
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
11. Other Provisions
This Agreement represents the entire agreement of the parties as to its subject matter, and supersedes all prior written and oral representations and discussions between the parties.
This Agreement shall be governed by the laws of the State of New Jersey without reference to principles of conflicts of laws.
No delay or omission by Meridian in exercising any of its rights occurring upon any noncompliance or default by you with respect to this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by Meridian of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained
Except as provided in §9 above, if any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.
In no event shall Meridian be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside Meridian’s reasonable control.
The provisions of this Agreement are entered into for the benefit of Meridian, its third party licensors, and the merchants and each of them shall have the right to enforce such provisions of this Agreement, including the arbitration clause, directly against you to protect their interests. Except as stated in the preceding sentence, there shall be no third party beneficiaries to this Agreement.
Meridian reserves the right to change or add to these User Terms at any time. When we do so, we shall provide notice on our website by posting the updated User Terms. You agree that if you do not agree to any such amendment, you shall immediately terminate this agreement. Your failure to do so, or continued use of any Meridian App or Service, shall constitute agreement to User Terms as so amended.
In the event of a conflict between this Agreement and any other Meridian agreement or policy provided to you, directly or indirectly, this Agreement shall prevail on the subject matter of this Agreement.
Effective Date of these Terms of Service: September 25, 2020