Terms of Service

Effective date: 2026-09-02 Last updated: 2026-09-02

These Terms of Service (“Terms”) are a binding agreement between MERO Consulting Inc., a Pennsylvania corporation (“MERO,” “we,” “us,” or “our”), and the person or entity (“Customer,” “you,” or “your”) that registers for or uses the MeroFoundry platform, API, dashboard, SDKs, or Model Context Protocol (MCP) server (collectively, the “Service”).

By clicking “I agree” or otherwise affirmatively accepting these Terms when presented with them, you accept these Terms on behalf of yourself and, if applicable, the organization you represent, and you represent that you have authority to bind that organization. If you do not agree, do not create an account or use the Service.

1. The Service

MeroFoundry is an AI-native backend-as-a-service (BaaS) platform that lets Customers declaratively define data models, forms, pages, and business rules; store and query application data (including via vector search); configure calls to third-party large language model (“LLM”) providers as part of Customer-built application logic; store files and assets in object storage; and integrate billing, authentication, and automation. The Service is provided via a hosted multi-tenant dashboard, a REST/JSON API (the “BaaS API”), client SDKs, and an MCP server for AI-agent access.

We may add, change, or remove features, and may release different tiers of the Service with different functionality, quotas, and pricing (see Section 4). We may modify or discontinue the Service or any part of it, with reasonable notice for material adverse changes affecting paid Customers, except where immediate action is reasonably necessary for security, legal, or abuse-prevention reasons.

2. Accounts

2.1 You must provide accurate registration information and keep it current. You are responsible for safeguarding your account credentials, API keys, and JWT tokens, and for all activity that occurs under them.

2.2 You must be at least 18 years old and have the authority to bind the entity you represent, if any.

2.3 You are responsible for the conduct of any end users, team members, or sub-tenants you provision within your account.

2.4 Notify us promptly at legal@meroconsulting.com of any unauthorized use of your account or suspected security breach.

3. Acceptable Use

You will not, and will not permit any user of your account to:

1. use the Service to build, host, or distribute any application that is unlawful, fraudulent, defamatory, obscene, or infringing;
2. probe, scan, or test the vulnerability of the Service, or breach or circumvent any security or authentication measure, except through our disclosed responsible-disclosure/bug-bounty channel, if any;
3. reverse engineer, decompile, or attempt to extract the source code of the Service, except to the extent applicable law prohibits this restriction;
4. use the Service to train, fine-tune, or build a competing BaaS or LLM-orchestration product using data or output derived from the Service in a manner that misappropriates MERO’s Platform IP;
5. exceed the rate limits, API entitlement tiers, or LLM-call quotas of your plan in an attempt to circumvent metering or billing (see Section 4);
6. use the Service to generate, store, or transmit content that violates applicable law, including data-protection, export-control, or sanctions law, or that infringes third-party intellectual property or privacy rights;
7. use the free tier, or any tier, to run bulk, automated, or abusive LLM-inference workloads disconnected from good-faith application development;
8. resell or white-label the Service without a separate written agreement with us;
9. send, store, or process data you do not have the right to send, store, or process, or any of the following without MERO’s prior written approval and a separate agreement expressly supporting the required safeguards: Controlled Unclassified Information (CUI), source-selection information, export-controlled data, protected health information subject to HIPAA, payment-card data, biometric identifiers or biometric information, information collected from children under 13, or other regulated or sensitive data requiring legal or technical safeguards not expressly supported by the Service (collectively, “Prohibited Data”).

We may suspend, throttle, or terminate access for violations of this Section, with notice where practicable, and without notice where reasonably necessary to protect the Service, MERO, Customers, end users, or third parties.

4. API, Rate Limits, and Entitlement Tiers

4.1 Tiers. The Service is offered in multiple entitlement tiers, currently including Hobby (free), Pro, Studio, and Enterprise, as described at merofoundry.com/pricing. Pro may be available through self-service checkout or by contacting MERO; Studio and Enterprise may require contacting MERO. Each tier may have different quotas across dimensions including API request rate limits, number of data models or records, storage volume, automation or rule executions, LLM service-calls, team members, and support. Current tier definitions and quotas are published at merofoundry.com/pricing and are incorporated into these Terms by reference.

4.2 Rate limits. We enforce rate limits and quotas per API key and per tenant to protect platform stability. Exceeding limits may result in throttling (HTTP 429), queuing, or temporary suspension of the offending key.

4.3 Free tier. The free tier is provided for evaluation and low-volume use and is subject to the quotas and feature limits published at merofoundry.com/pricing. We may impose stricter rate limits on, modify, or discontinue the free tier on reasonable notice, or immediately where necessary to address abuse, security, or legal risk.

4.4 Third-party provider charges. Customers may connect their own accounts and credentials for third-party LLM or other AI providers (“Customer-Directed Providers”). You are responsible for selecting and configuring each Customer-Directed Provider, complying with its terms, and paying all charges it imposes. We are not liable for the charges, acts, omissions, availability, outputs, or data practices of Customer-Directed Providers.

4.5 Changes to tiers/quotas. We may adjust entitlement quotas for future billing periods with at least 30 days’ notice to paid Customers, except where an earlier change is reasonably necessary for security, legal, or abuse-prevention reasons.

5. Billing and Subscriptions

5.1 Fees. Paid tiers are billed through our payment processor, Stripe, on a monthly or annual subscription basis, as selected, at the rates disclosed at checkout and published at merofoundry.com/pricing or in an applicable order form. Prices exclude taxes, which you are responsible for unless we are required by law to collect them.

5.2 Auto-renewal. By purchasing a paid subscription, you authorize MERO and Stripe to charge the payment method associated with your account on a recurring basis. Your subscription automatically renews for successive terms equal to the selected billing period (monthly or annual) at the then-current subscription price, plus applicable taxes, unless you cancel before the renewal date. We will provide renewal notices when required by applicable law.

5.3 Cancellation. You may cancel at any time through the Stripe-hosted customer portal accessible from your account or through another online cancellation method we make available. Cancellation takes effect at the end of the then-current billing period, and you retain access to paid features through that period. We will provide an electronic confirmation of cancellation. We do not prorate refunds for mid-cycle cancellation except as required by law or as stated in Section 5.4.

5.4 Refunds. Fees are non-refundable except as required by law. MERO may provide a refund or credit in its discretion, but doing so does not create an obligation to provide future refunds or credits. Refund requests may be sent to legal@meroconsulting.com.

5.5 Usage-based / overage charges. We will not impose usage-based or overage charges unless the applicable charge and billing method are clearly disclosed and affirmatively accepted before the charge is incurred. Reaching a plan quota may instead result in throttling, feature restriction, or suspension. Charges imposed directly by a Customer-Directed Provider are governed by Section 4.4.

5.6 Price changes. We may change prices for future billing periods with at least 30 days’ notice. A price change takes effect no earlier than the next renewal after the notice period, unless applicable law requires a later date or additional consent.

5.7 Non-payment. Failure to pay may result in payment retries through Stripe and suspension of access, including loss of API access. If payment remains overdue for 30 days, we may terminate the account and handle Customer Data as described in Section 10.

5.8 Free-tier abuse. We may suspend accounts that we reasonably determine are using the free tier to circumvent paid-tier limits (e.g., multiple accounts, automated signups).

6. Intellectual Property

6.1 Customer content and applications. As between the parties, you retain all right, title, and interest in and to: (a) data you or your end users submit, store, or process through the Service (“Customer Data”); and (b) the application logic, data models, rules, pages, and configurations you build on the Service (“Customer Applications”). You grant us a limited, worldwide, non-exclusive license to host, process, transmit, display, copy, and otherwise use Customer Data and Customer Applications solely as necessary to provide, secure, maintain, and support the Service and comply with law.

6.2 Platform IP. We (and our licensors) retain all right, title, and interest in and to the Service itself, including the underlying software, infrastructure, dashboard, SDKs, MCP server, APIs, documentation, and all improvements, and any trademarks, logos, and branding (collectively, “Platform IP”). Nothing in these Terms transfers any Platform IP to you.

6.3 Feedback. If you provide suggestions or feedback about the Service, we may use it without obligation or compensation to you.

6.4 Third-party LLM providers. When your Customer Application invokes a Customer-Directed Provider, Customer Data may be transmitted to that provider at your direction. The provider’s own terms and privacy practices apply. MERO does not select, control, or warrant any Customer-Directed Provider or the accuracy, safety, legality, appropriateness, availability, or intellectual-property status of its output.

7. Confidentiality

Each party may disclose confidential information to the other. The receiving party will use the disclosing party’s confidential information only to perform under these Terms and will protect it with at least the same degree of care it uses for its own confidential information of similar nature, and no less than reasonable care.

8. Warranties and Disclaimers

8.1 We will use commercially reasonable efforts to make the Service available. We do not offer a service-level agreement at launch, and support is provided on a best-efforts email basis unless a separate signed agreement states otherwise.

8.2 EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A SEPARATE SIGNED AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that any Customer-Directed Provider’s output will be accurate, safe, lawful, non-infringing, or fit for your purpose.

8.3 You are solely responsible for your Customer Applications, Customer Data, end users, notices, consents, and compliance with applicable law, including the use and review of AI-generated output in regulated or high-impact contexts such as health, finance, employment, credit, housing, education, or legal services.

9. Limitation of Liability

9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, MERO AND ITS LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, MERO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) $100 OR (B) THE FEES PAID BY CUSTOMER TO MERO FOR THE SERVICE DURING THE 12 MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

9.3 Sections 9.1 and 9.2 do not limit Customer’s payment obligations; Customer’s indemnification obligations; Customer’s breach of Section 3, Section 7, or MERO’s intellectual-property rights; or liability that cannot be limited under applicable law. Any liability arising under a data processing addendum is included within the cap in Section 9.2 unless that addendum expressly states otherwise.

9.4 The limitations in this Section apply regardless of the theory of liability and even if a remedy fails of its essential purpose. If applicable law does not permit a particular limitation, that limitation will apply to the fullest extent permitted by law.

10. Termination

10.1 Either party may terminate for convenience: Customer, at any time by closing the account or cancelling a paid subscription as described in Section 5.3; MERO, with 30 days’ notice. MERO may modify or discontinue a free tier on reasonable notice.

10.2 Either party may terminate for the other party’s material breach if the breach is not cured within 30 days after written notice, or immediately if the other party becomes insolvent or ceases business operations.

10.3 We may suspend or terminate immediately, with or without notice as reasonably appropriate, for violations of Section 3, non-payment, use of Prohibited Data, security risk, fraud, abuse, unlawful conduct, or as required by law or necessary to protect the Service or others.

10.4 Upon termination, your right to access the Service ends. Subject to payment of amounts due and the absence of a legal or security restriction, we will make Customer Data available for export through then-available self-service tools or APIs for 30 days after termination. After the export period, we may delete Customer Data from active systems within 30 days, and backup copies will ordinarily age out within the standard seven-day backup cycle. We may retain limited information as required for legal, security, fraud-prevention, tax, accounting, or dispute-resolution purposes.

11. Data Processing Addendum

To the extent MERO processes personal data contained in Customer Data on Customer’s behalf, Customer is the controller or business and MERO is the processor, service provider, or contractor, as applicable. A data processing addendum applies only if MERO expressly incorporates it into these Terms or an applicable order form, makes it available for electronic acceptance, or separately executes it with Customer. No data processing addendum applies solely because Customer uses the Service.

12. Indemnification

Customer will defend, indemnify, and hold harmless MERO and its affiliates, officers, directors, employees, contractors, and agents from and against third-party claims, investigations, proceedings, damages, judgments, penalties, settlements, costs, and reasonable attorneys’ fees arising out of or relating to: (a) Customer Data or Customer Applications; (b) Customer’s users, end users, products, services, notices, consents, or business practices; (c) Customer’s breach of these Terms; (d) Customer’s violation of law or third-party rights; or (e) Customer’s use of a Customer-Directed Provider. MERO will provide reasonably prompt notice and reasonable cooperation, and Customer may control the defense and settlement, except that Customer may not settle in a manner that admits fault by, imposes liability on, or requires non-monetary action from MERO without MERO’s written consent. MERO does not provide a Platform IP indemnity under the self-service or free tiers unless stated in a separate signed agreement.

13. Governing Law and Disputes

These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the state courts located in Lancaster County, Pennsylvania, and the United States District Court for the Eastern District of Pennsylvania for any dispute arising out of or relating to these Terms or the Service. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND AGREES TO BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. Either party may seek temporary or injunctive relief in any court of competent jurisdiction to protect security, confidential information, or intellectual-property rights.

14. General

14.1 Changes to these Terms. We may update these Terms from time to time. We will provide at least 30 days’ notice of a material adverse change by email, in-dashboard notice, or another reasonable method, except where an earlier change is reasonably necessary for legal, security, or abuse-prevention reasons. We may require affirmative reacceptance of materially revised Terms. Continued use after the effective date constitutes acceptance to the extent permitted by law.

14.2 Assignment. Customer may not assign these Terms or transfer an account without MERO’s prior written consent. MERO may assign these Terms in connection with a merger, acquisition, reorganization, financing, sale of equity or assets, or transfer of the Service.

14.3 Force majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including failures of internet, power, hosting, telecommunications, or third-party services, natural disasters, labor disputes, government action, war, terrorism, civil unrest, or cyberattack, except that this Section does not excuse Customer’s payment obligations.

14.4 Entire agreement. These Terms, the Privacy Policy, any data processing addendum that is effective under Section 11, and any applicable order form constitute the entire agreement between the parties regarding the Service. A separately signed agreement controls over a conflicting provision of these Terms to the extent it expressly identifies the conflict.

14.5 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full effect.

14.6 No third-party beneficiaries.

14.7 Notices. Legal notices to MERO: MERO Consulting Inc., 2355 State St, East Petersburg, PA 17520, legal@meroconsulting.com. Notices to Customer may be sent to the email address associated with the account or provided through the Service.

15. Contact

Questions about these Terms may be sent to legal@meroconsulting.com.