Master Subscription Agreement

1. Parties and acceptance

This Master Subscription Agreement (the "Agreement") is made between Meridian Studios Ltd, a company incorporated in Israel with registration number 517352225, whose registered office is at 6 Yitzhak Sadeh Street, Tel Aviv–Yafo 6777506, Israel ("Meridian", "we", "us"), and the organisation identified on the Order Form (the "Customer", "you").

This Agreement takes effect on the earlier of (a) the date you accept it electronically, (b) the date both parties sign an Order Form referencing it, or (c) the date you first access the Service (the "Effective Date").

The individual accepting this Agreement represents that they are authorised to bind the Customer. The Service is offered to organisations for business use only and is not directed to consumers.

2. Definitions

3. The Service

A Meridian subscription delivers each Authorised User licensed access to a single, continuously-synced workspace of the Customer's engineering documentation — including documents, live documents, stickies, code references and inbox — with real-time collaboration, readable and editable across every supported surface, together with the hosted backend, MCP access and storage that keep that workspace available and in sync.

Meridian may add, modify or improve features of the Service from time to time. Meridian will not materially degrade the core functionality described above during a paid Subscription Term without the Customer's consent. If Meridian discontinues a material feature on which the Customer relies, the Customer may terminate the affected subscription and receive a pro-rata refund of prepaid Fees for the unused remainder of the Subscription Term.

4. Licence grant and restrictions

Subject to this Agreement and payment of the Fees, Meridian grants the Customer a non-exclusive, non-transferable, non-sublicensable right for its Authorised Users to access and use the Service during the Subscription Term for the Customer's internal business purposes.

The Customer will not, and will not permit any third party to: (a) resell, sublicense, rent or otherwise provide the Service to any third party except as expressly permitted; (b) reverse engineer or attempt to derive source code, except to the extent that restriction is prohibited by applicable law; (c) use the Service to build or benchmark a competing product or service; or (d) use the Service in breach of the AUP. All rights not expressly granted are reserved to Meridian.

5. Seats and Authorised Users

The Customer is responsible for its Authorised Users' compliance with this Agreement and the AUP, and for all activity under its account. Seats are named and may be reassigned when an Authorised User leaves the Customer's organisation or changes role. Seats may not be shared or used concurrently by more than one individual.

The Customer may add Seats at any time. Added Seats are co-terminous with the current Subscription Term and are charged pro-rata from the date of addition. Seat reductions take effect at the start of the next Subscription Term; Fees for the current term are not reduced or refunded on a Seat reduction.

If the Customer's actual usage exceeds its subscribed Seats, Meridian will notify the Customer and invoice for the additional Seats pro-rata from the date the excess began.

6. Customer Content and intellectual property

Meridian owns the Service. As between the parties, Meridian and its licensors own all right, title and interest in the Service, the underlying software, and all related intellectual property, including any improvements derived from Feedback.

The Customer owns its Customer Content. As between the parties, the Customer retains all right, title and interest in Customer Content. The Customer grants Meridian a limited, worldwide, royalty-free licence to host, copy, store, transmit, display, index and process Customer Content solely to provide, maintain and support the Service, to prevent or address technical or security issues, and as otherwise instructed by the Customer.

No AI training. Meridian does not use Customer Content to train any artificial-intelligence or machine-learning model, whether its own, a general-purpose model, or a third party's. Meridian operates no artificial-intelligence features that read Customer Content.

The Customer represents that it has all rights and consents necessary for Meridian to process Customer Content as contemplated by this Agreement.

7. Feedback

If the Customer or its Authorised Users provide suggestions, ideas, bug reports or other feedback about the Service ("Feedback"), the Customer grants Meridian a perpetual, irrevocable, worldwide, royalty-free licence to use and exploit that Feedback without restriction or obligation. The Customer will not provide Feedback that is confidential to it or to a third party unless it has the right to do so.

8. Fees, invoicing and taxes

Fees. The Customer will pay the Fees set out in the applicable Order Form. Fees are quoted and payable in US Dollars unless the Order Form states another currency. Pricing is agreed per Customer and is not published.

Payment. Unless the Order Form states otherwise, Fees are payable in advance for the Subscription Term through Meridian's payment processor, Airwallex. Where an Order Form provides for invoicing, invoices are payable net 30 days from the invoice date.

Late payment. Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. If payment is more than fifteen (15) days overdue, Meridian may suspend the Service on written notice. If payment is more than forty-five (45) days overdue, Meridian may terminate for cause under clause 10. Suspension for non-payment does not relieve the Customer of its obligation to pay accrued Fees.

Taxes. Fees are exclusive of all taxes, levies and duties, including value added tax and any withholding tax. The Customer is responsible for all such amounts, other than taxes on Meridian's net income. If the Customer is required to withhold any amount, it will increase the sum payable so that Meridian receives the full amount invoiced.

No refunds. Except as expressly provided in clauses 3, 10, 14 and 15 and in the SLA, Fees are non-refundable and no credit is given for partial periods or unused Seats.

9. Term, renewal and price changes

This Agreement begins on the Effective Date and continues for the Subscription Term stated on the Order Form. Subscription Terms are monthly or annual; annual terms are payable in advance.

Each Subscription Term renews automatically for a further period of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

Meridian may change the Fees applying to a renewal term by giving at least sixty (60) days' written notice before the end of the then-current Subscription Term. If the Customer does not accept the revised Fees it may decline renewal by notice given before the renewal date, and the subscription will end at the end of the current term at the existing Fees. Fees will not change during a Subscription Term already paid for.

10. Suspension and termination

Termination for convenience. Either party may decline renewal under clause 9. Neither party may terminate a paid Subscription Term for convenience mid-term, save that Meridian may cease providing the Service on ninety (90) days' written notice, in which case it will refund prepaid Fees for the unused remainder of the Subscription Term on a pro-rata basis.

Termination for cause. Either party may terminate this Agreement on written notice if the other materially breaches it and fails to cure the breach within thirty (30) days of written notice, or immediately if the other becomes insolvent, enters liquidation or ceases to carry on business.

Suspension. Meridian may suspend the Service or any Authorised User's access immediately where necessary to address a material security risk, a breach of the AUP, or a legal requirement, and on notice for non-payment under clause 8. Meridian will use reasonable efforts to notify the Customer in advance and to limit any suspension to what is necessary, unless prohibited from doing so or where notice would increase the risk.

Effect of termination. On expiry or termination: (a) the licence in clause 4 ends and access to the Service stops, subject to clause 11; (b) the Customer must pay all Fees accrued to the effective date of termination; and (c) clauses that by their nature should survive — including clauses 6, 7, 11, 12, 13, 15, 16 and 18 — survive.

11. Data portability, export and switching

Right to switch. The Customer may at any time terminate this Agreement for the purpose of switching to another provider of an equivalent service, or to an on-premises or self-hosted solution, by giving written notice. The maximum notice period Meridian may require for the exercise of this right is two (2) months.

Self-serve export. The Service provides the Customer with the ability to export Customer Content at any time during the Subscription Term, without Meridian's assistance and at no additional charge, in Markdown, JSON, HTML and PDF formats.

Assisted switching. Where the Customer requests assistance with a switch, Meridian will provide reasonable assistance at no charge and will complete the switching process within thirty (30) calendar days of the end of any applicable notice period, unless doing so is technically unfeasible, in which case Meridian will notify the Customer within fourteen (14) days of the request, explain the reasons, and propose an alternative timetable.

No obstacles and no charges. Meridian will not impose pre-commercial, commercial, technical, contractual or organisational obstacles that inhibit the Customer from switching. Meridian does not levy egress, switching or exit charges of any kind.

Retrieval window. For thirty (30) days following expiry or termination for any reason, the Customer retains the ability to export Customer Content, and Meridian will not delete Customer Content during that period. Deletion after that window is governed by the DPA.

12. Data protection and security

Where Meridian processes personal data contained in Customer Content, it acts as a processor on the Customer's behalf and the DPA applies. Where Meridian processes personal data about the Customer's account administrators, billing contacts and website visitors for its own purposes, it acts as a controller and the Privacy Policy applies. The DPA prevails over this Agreement on data-protection matters.

Meridian maintains technical and organisational security measures appropriate to the risk, described in the Security & Trust Overview, which forms Annex 2 to the DPA. The Customer is responsible for configuring the Service appropriately, managing its Authorised Users' access, and complying with the restrictions in the AUP on the categories of data that may be uploaded.

13. Confidentiality

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Each party will protect the other's Confidential Information with at least reasonable care, use it only for the purposes of this Agreement, and disclose it only to personnel and professional advisers who need it and who are bound by equivalent obligations.

The Fees, pricing, discounts and commercial terms of any Order Form are Meridian's Confidential Information and may not be disclosed by the Customer to any third party without Meridian's prior written consent, save to its professional advisers or as required by law.

These obligations do not apply to information that is or becomes public through no fault of the recipient, was already known to the recipient without obligation, is independently developed without use of the Confidential Information, or is rightfully received from a third party without restriction. Disclosure required by law is permitted provided the disclosing party is given reasonable notice where lawful.

14. Warranties and disclaimers

Meridian warrants that: (a) it has the right to grant the licence in clause 4; (b) the Service will perform materially in accordance with its published documentation during the Subscription Term; (c) it will provide the Service with reasonable skill and care; and (d) it will not knowingly introduce malicious code into the Service.

If the Service fails to conform to warranty (b), the Customer's exclusive remedy is for Meridian to use reasonable efforts to correct the non-conformity and, failing correction within thirty (30) days of written notice, for the Customer to terminate the affected subscription and receive a pro-rata refund of prepaid Fees for the unused remainder of the Subscription Term. Availability commitments and remedies are governed exclusively by the SLA.

Except as expressly stated above, and to the maximum extent permitted by law, the Service is provided without warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement and accuracy. Meridian does not warrant that the Service will be uninterrupted or error-free except to the extent stated in the SLA.

The Customer is responsible for maintaining its own independent copies of Customer Content that it considers critical. Meridian's backup arrangements are described in the Security & Trust Overview and do not substitute for the Customer's own retention practices.

15. Indemnities

Meridian's intellectual property indemnity. Meridian will defend the Customer against any third-party claim that the Service, as provided by Meridian and used in accordance with this Agreement, infringes that third party's intellectual property rights, and will pay damages finally awarded or amounts agreed in settlement. If the Service becomes, or in Meridian's reasonable opinion is likely to become, the subject of such a claim, Meridian may at its option procure the right for the Customer to continue using the Service, modify or replace it so that it is non-infringing, or terminate the affected subscription and refund prepaid Fees for the unused remainder of the Subscription Term.

This indemnity does not apply to claims arising from Customer Content, from combination of the Service with anything not supplied by Meridian, from modification of the Service by anyone other than Meridian, or from use of the Service in breach of this Agreement.

The Customer's indemnity. The Customer will defend and indemnify Meridian against third-party claims arising from Customer Content, from the Customer's or its Authorised Users' breach of the AUP, or from the Customer's use of the Service in breach of this Agreement or applicable law.

Procedure. The indemnified party must give prompt written notice of the claim, give the indemnifying party sole control of the defence and settlement, provided that no settlement imposing liability or requiring an admission may be made without the indemnified party's consent, and provide reasonable cooperation at the indemnifying party's expense.

16. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, anticipated savings, goodwill or business opportunity, however arising and whether or not the party was advised of the possibility.

Subject to the following paragraphs, each party's total aggregate liability arising out of or relating to this Agreement will not exceed the total Fees paid or payable by the Customer in the twelve (12) months immediately preceding the event giving rise to the claim.

Liability arising from a breach of the DPA or of applicable data-protection law will not exceed three (3) times the total Fees paid or payable in the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in this Agreement limits liability for: (a) breach of confidentiality under clause 13; (b) Meridian's intellectual property indemnity under clause 15; (c) the Customer's obligation to pay Fees; (d) fraud or fraudulent misrepresentation; (e) death or personal injury caused by negligence; or (f) any other liability that cannot be limited or excluded by applicable law.

17. Service levels and support

Meridian will provide the Service in accordance with the SLA, which sets out the availability commitment, support response targets, exclusions and the service-credit remedy. Service credits are the Customer's sole and exclusive remedy for failure to meet the availability commitment.

18. General

Governing law and forum. This Agreement is governed by the laws of the State of Israel, without regard to conflict-of-laws rules, and the parties submit to the exclusive jurisdiction of the competent courts of Tel Aviv-Jaffa. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Changes to this Agreement. Meridian may update this Agreement with effect from the start of the Customer's next Subscription Term by giving at least sixty (60) days' notice. Changes do not take effect during a Subscription Term already paid for, except where required to comply with applicable law. If the Customer does not accept a change it may decline renewal under clause 9.

Order of precedence. In the event of conflict, the following order applies: the DPA on data-protection matters; the Order Form on commercial matters; this Agreement; the SLA; the AUP.

Publicity. Neither party may use the other's name or marks publicly without prior written consent, save that Meridian may identify the Customer in a list of customers once the Customer has consented in writing.

Assignment. Neither party may assign this Agreement without the other's consent, save that either party may assign it in full to an affiliate or in connection with a merger, reorganisation, financing or sale of substantially all of its assets, on notice.

Notices. Notices to Meridian must be sent to adam@meridianide.com and, if by post, to the registered office stated in clause 1. Notices to the Customer are sent to the contact stated on the Order Form. Notice is effective on receipt, or on the next business day if sent by email.

Force majeure. Neither party is liable for failure to perform, other than payment obligations, caused by events beyond its reasonable control, provided it notifies the other and uses reasonable efforts to mitigate.

Entire agreement. This Agreement, together with the Order Form, the DPA, the SLA and the AUP, is the entire agreement between the parties on its subject matter and supersedes all prior discussions. If any provision is held unenforceable the remainder continues in effect. No failure or delay in exercising a right is a waiver of it. Nothing in this Agreement creates a partnership, agency or employment relationship.

19. Execution

Where this Agreement is accepted electronically, the Customer's acceptance or its execution of an Order Form referencing it constitutes signature.