Meris — Terms and Conditions
Effective Date: May 18, 2026 · Last Updated: May 18, 2026 · Version: Beta 1.1
What Meris Does Today (Plain English)
Meris is currently a Beta modeling tool. You can build waterfall structures, run revenue scenarios, configure deductions and recoupment terms, and generate illustrative payout projections. Meris does not currently process payments, hold or transmit funds, issue tax forms, or distribute money in any form. Features described below that reference payment processing, automated disbursements, payout fulfillment, integrations with budgeting / payroll / accounting tools, or mobile applications are forward-looking and not yet available in the Beta.
PLEASE READ CAREFULLY. These Terms and Conditions (the "Terms") form a binding legal agreement between you and Meris. They contain a mandatory binding arbitration clause and class action waiver (Section 22), important disclaimers and limitations of liability (Sections 17–18), a license to your content and data, including a narrowed license to use de-identified, aggregated data for artificial intelligence and machine learning training (Sections 10–11), and express acknowledgments that the Service is in beta, is provided "AS IS," and does not encrypt or otherwise guarantee the privacy of the data you submit (Sections 3 and 12). By accessing or using the Service, you accept these Terms in full.
1. Acceptance of Terms
These Terms govern your access to and use of the Meris website at merisbeta.com (and any successor domain, including app.meris.film), the Meris software-as-a-service platform, application programming interfaces, demos, calculators, exports, reports, documentation, and all related services and features (collectively, the "Service"). The Service is operated by RAVOK Studios, Inc., a Delaware corporation with offices in Los Angeles, California, doing business as Meris ("Meris," "we," "us," or "our").
By creating an account, clicking "I agree" (or any similar button), accessing the Service, submitting any data, or using any feature of the Service — including the public interactive demo — you (a) represent that you have read, understood, and agree to be bound by these Terms and our Privacy Notice, (b) represent that you are of legal age to form a binding contract in your jurisdiction (and at least eighteen (18) years old), and (c) if you are using the Service on behalf of an entity, you represent that you have authority to bind that entity to these Terms, in which case "you" and "your" refer to that entity. If you do not agree, do not access or use the Service.
2. Definitions
- "Account" means a registered user account on the Service.
- "Authorized User" means an individual you invite to access your Workspace (e.g., a producer, investor, talent representative, accountant, or team member).
- "Beta" or "Beta Service" means any version of the Service designated as a beta, alpha, preview, early access, limited release, founding access, or pre-release version, including the version available at merisbeta.com and any version released up to and including the public commercial launch of Meris.
- "Customer Data" means any information, file, calculation input, deal term, budget figure, revenue entry, Profit Participant identifier, contact, document, image, or other content that you, your Authorized Users, or any party acting on your behalf submits, uploads, generates, or transmits through the Service.
- "De-Identified Data" means data that has been aggregated, anonymized, statistically transformed, or otherwise processed such that it does not reasonably identify you, your Workspace, any specific project, or any individual.
- "Output" means any waterfall, projection, scenario, payout calculation, dashboard, report, export, PDF, chart, or other result generated by the Service from Customer Data or otherwise.
- "Workspace" means the project, organization, or tenancy associated with your Account.
3. Beta Status; Material Beta Disclosures
You expressly acknowledge and agree that:
Beta nature. The Service is a Beta Service. It is offered for evaluation, feedback, and early-adopter use. It is incomplete, may contain bugs, errors, defects, miscalculations, downtime, data loss, security gaps, and unexpected behavior, and may be modified, suspended, restricted, or discontinued by us in whole or in part at any time, with or without notice.
No encryption; no data privacy guarantees. The Beta Service does not provide encryption of Customer Data at rest or in transit, and does not implement enterprise-grade data privacy, segregation, access control, or confidentiality safeguards. You should assume that Customer Data submitted to the Beta Service may be readable by Meris personnel, contractors, vendors, infrastructure providers, and — in the event of a security failure — by unauthorized third parties. Do not submit any Customer Data that you cannot afford to be lost, leaked, viewed by Meris, or made public. This is a material condition of your use of the Beta Service.
Calculations are illustrative, not authoritative. All Outputs — including waterfall analyses, recoupment schedules, IRR calculations, profit-participation projections, scenario comparisons, payout amounts, and PDF reports — are illustrative modeling outputs based solely on the inputs you provide. They are not audited, are not financial statements, are not investment, accounting, tax, legal, or business advice, and must not be relied upon for any binding business, contractual, distribution, or investment decision without independent professional review.
Data loss and migration. We may purge, reset, restructure, or migrate Beta data at any time. We do not guarantee that Customer Data submitted during the Beta will be preserved, exportable, or carried over to any future commercial release of the Service.
No service levels. The Beta Service is provided without service-level commitments of any kind. Uptime, performance, support response times, and feature availability are not guaranteed.
Free Beta access. The Beta Service is offered at no charge. That fact is part of the consideration for the disclaimers and limitations of liability in these Terms, and is reflected in the liability cap in Section 18.
4. Eligibility
The Service is intended for film professionals, production companies, investors and financiers, talent and their representatives, and related industry parties. You must be at least 18 years old, have the legal capacity to enter into these Terms, and not be barred from receiving the Service under the laws of the United States or any other applicable jurisdiction (including U.S. export controls and sanctions regimes administered by OFAC). The Service is not directed at children. You may not use the Service if you have previously been suspended or removed by us.
5. Account Registration; Authorized Users
To access most features you must create an Account. You agree to provide accurate, current, and complete information and to keep that information current. You are solely responsible for safeguarding your credentials and for all activity occurring under your Account, whether or not authorized by you. You must notify us promptly of any unauthorized access. You may invite Authorized Users to your Workspace; you are fully responsible for the acts and omissions of your Authorized Users, for ensuring they comply with these Terms, and for any Customer Data they submit.
6. The Service
The Service currently includes: interactive waterfall and recoupment modeling; configurable deduction stacks; Profit Participant and point-allocation configuration; scenario comparison and modeling; report generation and PDF export; and project workspace and notification features.
Forward-looking features not yet available in the Beta include, without limitation: automated payout processing; distribution of funds; investor and SPV split processing; integrations with third-party budgeting, payroll, accounting, or payment-processing services; mobile applications; and Stripe-based or other money-movement features. These features are planned for future releases but are not part of the current Beta Service.
The features available to you depend on the version of the Service in effect from time to time, and we reserve the right to add, change, suspend, or remove them at our discretion.
7. User Responsibilities; Acceptable Use
You are solely responsible for:
- the accuracy, lawfulness, completeness, and currency of all Customer Data you submit, including budgets, deal terms, Profit Participant identities, point allocations, revenue figures, and contact information;
- obtaining all consents, authorizations, releases, and permissions required to submit Customer Data and to invite Authorized Users — including, where applicable, consents from talent, investors, crew, vendors, and any third party whose personal or financial information you submit;
- verifying every Output before relying on it for any purpose, including any payout, distribution, contract, statement, or representation to a third party;
- maintaining your own backups of Customer Data; and
- complying with all applicable laws, including securities laws, tax laws, anti-money-laundering laws, employment laws, and the rules of any guild, union, or collective bargaining agreement applicable to your projects.
You agree not to: (i) reverse engineer, decompile, or attempt to derive source code; (ii) circumvent technical or access controls; (iii) use the Service to build a competing product; (iv) submit malware, scraping scripts, or load that is materially disproportionate to ordinary use; (v) misrepresent your identity or impersonate another person or entity; (vi) submit content that is unlawful, defamatory, infringing, fraudulent, or that violates a third party's rights; (vii) use the Service to offer, solicit, or sell securities in violation of applicable law; or (viii) use the Service in any jurisdiction where such use is prohibited.
8. Not Financial, Legal, Tax, or Investment Advice
Meris is a software tool. It is not a financial advisor, broker-dealer, investment adviser, accountant, auditor, escrow agent, paying agent, transfer agent, fund administrator, lawyer, or fiduciary, and nothing in the Service constitutes financial, legal, tax, accounting, or investment advice. Outputs are mathematical projections based on inputs you supply and assumptions you select. They are not offers, recommendations, solicitations, or guarantees of any return, payout, distribution, or outcome. You must consult qualified professionals — including legal counsel, certified public accountants, licensed financial advisors, and registered broker-dealers — before making any investment, distribution, contractual, or financial decision based in whole or in part on the Service or any Output.
Nothing in the Service shall be construed as creating a fiduciary, agency, partnership, joint venture, advisory, or trust relationship between you and Meris. We do not hold, custody, transmit, or distribute any of your funds during the Beta. Any payout, disbursement, or distribution feature shown or described in the Service during the Beta is a modeling and notification feature only and does not effect actual transfer of funds unless and until expressly designated otherwise in writing by Meris.
9. No Reliance; Inputs Govern
You acknowledge that all Outputs depend entirely on the inputs you and your Authorized Users provide. Garbage in, garbage out. Meris is not responsible for, and disclaims all liability arising from, any Output that is inaccurate, misleading, or incomplete because the underlying inputs were inaccurate, misleading, incomplete, untimely, or improperly configured. You are solely responsible for the selection of waterfall structures, deduction stacks, recoupment terms, profit splits, point allocations, scenario assumptions, and every other configurable parameter.
A blank or unset modeling field is not the same as a user-entered value of zero. Meris does not impute, default, or otherwise supply assumed values for fields you leave blank. You are responsible for explicitly entering every value that you intend to be applied to your calculations.
10. Customer Data; License to Meris
As between you and Meris, you retain ownership of Customer Data. You hereby grant Meris a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers), transferable, and revocable-on-Account-deletion license to access, host, store, copy, transmit, display, modify, reformat, and otherwise use Customer Data for the following purposes: (a) operating, maintaining, supporting, and improving the Service; (b) generating Outputs for you and your Authorized Users; (c) developing new products, features, and analytics; (d) producing De-Identified Data and using and commercializing it for any purpose; (e) complying with law, enforceable governmental requests, and these Terms; and (f) the narrower AI and machine-learning training purposes described in Section 11.
You represent and warrant that you have all rights, consents, and authority necessary to grant this license and to submit each item of Customer Data, and that the Customer Data and Meris's use of it as permitted by these Terms will not violate any law or any third party's intellectual property, privacy, publicity, contractual, or other rights.
11. Artificial Intelligence and Machine-Learning Training
Meris uses only de-identified and aggregated Customer Data to train artificial intelligence and machine-learning models. Specifically, Meris may use De-Identified Data, Outputs that have been de-identified or aggregated, and aggregated usage information to develop, train, fine-tune, evaluate, benchmark, and improve artificial intelligence, machine-learning, statistical, predictive, and generative models (collectively, "AI Models"), whether developed by Meris alone or jointly with affiliates, contractors, or partners.
We will not use your raw, identified Customer Data to train AI Models without your explicit opt-in consent. If and when Meris introduces AI-powered features in the Service (for example, an AI co-pilot for waterfall configuration), any training on identified Customer Data will be governed by a separate opt-in disclosure and consent mechanism, will not be enabled by default, and may be withdrawn by you at any time, subject to the limitations described below.
Where Meris produces model parameters, weights, embeddings, vector representations, or other model artifacts derived solely from De-Identified Data or aggregated inputs, Meris may retain, use, license, sublicense, and commercialize those artifacts and any inferences, predictions, recommendations, benchmarks, or aggregated industry statistics derived from them, in any current or future product or service of Meris or its affiliates (including the broader RAVOK Studios portfolio), with no obligation of accounting to you.
Deletion of your Account or the live copy of your Customer Data does not require Meris to retrain, retract, or unwind AI Models, model artifacts, or De-Identified Data already produced from non-identifying inputs.
If you do not agree to the de-identified data uses described in this Section, your sole remedy is to refrain from using the Service.
12. Privacy; Security in Beta
Our Privacy Notice describes how we collect, use, and disclose personal information. By using the Service you acknowledge that we may collect, use, and disclose personal information as described there and in these Terms.
You expressly understand and agree that, during the Beta, the Service does not implement encryption of Customer Data at rest or in transit, does not implement enterprise data segregation, and does not implement enterprise access controls. Meris personnel may access Customer Data for any operational, support, development, or product-improvement purpose. You should treat the Beta Service as non-confidential and non-private. You must not submit to the Beta Service any data whose unauthorized disclosure, alteration, or loss would cause material harm — including, without limitation, government-issued identifiers, full bank account or routing numbers, payment card numbers, health information, classified information, or material non-public information about a publicly traded company.
We will use commercially reasonable efforts consistent with the early-stage Beta posture of the Service, but we do not warrant that the Service is or will be secure, free from intrusion, or free from data loss, and we disclaim all liability arising from any unauthorized access, disclosure, alteration, or loss of Customer Data to the maximum extent permitted by law.
13. Intellectual Property
The Service, the Meris and RAVOK Studios names and logos, and all software, designs, interfaces, text, graphics, images, code, methodologies, calculation engines, models, templates, and documentation made available through the Service (collectively, the "Meris IP") are owned by Meris or its licensors and are protected by intellectual property laws. Subject to your compliance with these Terms, Meris grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during the term of these Terms. All rights not expressly granted are reserved. No license is granted to use any Meris IP outside the Service. Outputs are derivative of both Customer Data and Meris IP; you may use Outputs for your internal business purposes, but you may not remove proprietary notices, white-label the Service, or distribute Outputs in a manner that competes with the Service.
Feedback. If you submit any suggestions, ideas, feature requests, or other feedback, you grant Meris a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use and exploit such feedback for any purpose, with no compensation or attribution due to you.
14. Third-Party Services and Content
The Service may interoperate with, or display content from, third-party services from time to time. Where it does so, those third-party services are governed solely by the relevant third party's terms, and Meris is not responsible for any third-party service or content. Meris makes no representations regarding the availability, accuracy, security, or legal compliance of any third-party service.
15. Fees; Beta Pricing
The Beta Service is provided free of charge. Meris reserves the right to introduce paid tiers, subscriptions, or fees for the Service or any feature of it at any time after Beta, upon reasonable notice to you. If you elect to access paid features after they become available, additional terms (including payment, taxes, refunds, and renewal terms) will apply. No promise of free or continued access is made beyond the express terms of any subscription you purchase.
16. Confidentiality (Mutual, Limited)
Each party may receive non-public information from the other ("Confidential Information"). Each party will use the other's Confidential Information solely to perform under these Terms and will protect it using the same degree of care it uses for its own confidential information of like importance, but in no event less than reasonable care. Notwithstanding the foregoing, you acknowledge that the Beta Service does not technically protect the confidentiality of Customer Data (Section 3 and Section 12), and you assume the risk of disclosure inherent in submitting Customer Data to the Beta. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known without restriction before disclosure, is rightfully obtained from a third party without restriction, or is independently developed without use of the other party's Confidential Information.
17. Disclaimers of Warranties
THE SERVICE, THE BETA, AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MERIS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, MERIS DOES NOT WARRANT THAT (A) THE SERVICE WILL BE UNINTERRUPTED, AVAILABLE, SECURE, OR ERROR-FREE; (B) ANY OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR FIT FOR ANY PARTICULAR DECISION OR PURPOSE; (C) ANY DEFECT OR ERROR WILL BE CORRECTED; (D) THE SERVICE OR ANY SERVERS, NETWORKS, OR INFRASTRUCTURE ARE FREE OF VIRUSES, MALWARE, OR HARMFUL COMPONENTS; OR (E) CUSTOMER DATA WILL NOT BE LOST, ALTERED, OR DISCLOSED. NO ADVICE OR INFORMATION OBTAINED FROM MERIS OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
Some jurisdictions do not allow the exclusion of certain warranties; in such jurisdictions, the foregoing exclusions apply only to the maximum extent permitted by law.
18. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
No indirect damages. IN NO EVENT WILL MERIS OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOST PAYOUTS, LOST OR UNDERSTATED INVESTOR RETURNS, LOST BUSINESS OPPORTUNITIES, LOST GOODWILL, LOST DATA, COSTS OF SUBSTITUTE SERVICES, AUDIT COSTS, OR DAMAGES ARISING FROM RELIANCE ON ANY OUTPUT OR CALCULATION, EVEN IF MERIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Aggregate cap. THE TOTAL AGGREGATE LIABILITY OF MERIS AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE — REGARDLESS OF THE FORM OR THEORY OF ACTION (CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE) — WILL NOT EXCEED THE GREATER OF (i) THE TOTAL FEES ACTUALLY PAID BY YOU TO MERIS FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (ii) ONE HUNDRED U.S. DOLLARS (US $100).
Independent application. The disclaimers and limitations in Sections 17 and 18 apply notwithstanding the failure of essential purpose of any limited remedy and form an essential basis of the bargain between you and Meris. Without these limitations, Meris would not provide the Service, especially the Beta, on the terms offered.
No application to certain claims. Some jurisdictions do not allow certain limitations of liability; to the extent the foregoing limitations are unenforceable in your jurisdiction, our liability is limited to the minimum extent permitted by law.
19. Indemnification
You will defend, indemnify, and hold harmless Meris and its affiliates, officers, directors, employees, contractors, agents, licensors, and suppliers from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or related to: (a) your or any Authorized User's use of the Service; (b) any Customer Data you submit, including any allegation that Customer Data infringes, misappropriates, or violates any third party's intellectual property, privacy, publicity, contractual, or other rights; (c) any payout, distribution, statement, calculation, contract, representation, or business decision you make based on or with reference to the Service or any Output; (d) any breach by you of these Terms or any representation or warranty herein; (e) your violation of any law or any rights of a third party; or (f) any dispute between you and any of your investors, financiers, partners, talent, crew, vendors, guilds, or other counterparties relating to the use of the Service or any Output. Meris reserves the right to assume the exclusive defense and control of any matter subject to indemnification, in which case you will reasonably cooperate.
20. Term; Termination; Suspension
These Terms apply from the date you first access the Service and continue until terminated. You may stop using the Service at any time. Meris may suspend, restrict, or terminate your access to the Service, or terminate these Terms, at any time, for any or no reason, with or without notice, including for actual or suspected breach, security risk, or sunsetting of the Beta.
Upon termination: (a) your license to use the Service ceases immediately; (b) Meris may, but is not obligated to, retain or delete Customer Data, and Meris has no obligation to provide a copy of Customer Data after termination; and (c) the following sections survive termination: 1, 2, 3, 7, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19, 20, 22, 23, and 24.
21. Modifications to the Service and to These Terms
We may add, change, suspend, or discontinue any feature of the Service at any time. We may also modify these Terms from time to time by posting an updated version at merisbeta.com/terms (or the equivalent page on the then-current domain) and updating the "Last Updated" date. Material changes will be communicated by email or in-product notice where reasonably practicable. Your continued use of the Service after changes take effect constitutes your acceptance of the modified Terms. If you do not agree, your sole remedy is to stop using the Service.
Beta to General Availability. When the Beta transitions to a generally available commercial release, Meris will provide at least thirty (30) days' advance notice and a new version of these Terms reflecting the commercial release (the "Post-Beta Terms"). Continued use of the Service after the transition date constitutes acceptance of the Post-Beta Terms. If you do not accept the Post-Beta Terms, you may export your Customer Data (where supported) and stop using the Service before the transition date; failure to act before the transition date does not waive your right to stop using the Service afterward, but means the Post-Beta Terms govern any use you do make.
22. Dispute Resolution; Binding Arbitration; Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR JURY TRIAL.
Informal resolution. Before initiating arbitration, you agree to first contact us in writing at legal@ravokstudios.com with a description of your claim and a proposed resolution, and to negotiate in good faith for at least sixty (60) days.
Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute"), other than disputes carved out below, shall be resolved by binding individual arbitration administered by JAMS under its then-current Streamlined Arbitration Rules and Procedures (or, if the amount in controversy exceeds the JAMS Streamlined threshold, the Comprehensive Arbitration Rules and Procedures). The arbitration shall be conducted in Los Angeles County, California, by a single arbitrator. The arbitrator shall have authority to decide arbitrability. Judgment on the award may be entered in any court of competent jurisdiction.
Class action waiver. YOU AND MERIS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. If this waiver is found unenforceable, then the entirety of this Section 22 shall be null and void as to the affected claims, which shall proceed in court under Section 23.
Carve-outs. Either party may bring (i) an individual action in small-claims court for any dispute within that court's jurisdiction; (ii) a claim seeking injunctive or equitable relief in court to protect intellectual property rights; or (iii) any other action that cannot lawfully be subject to arbitration.
Opt-out. You may opt out of this arbitration agreement by sending written notice to legal@ravokstudios.com within thirty (30) days of first accepting these Terms, stating your name, email associated with your Account, and a clear statement that you are opting out of arbitration. Opting out has no other effect on these Terms.
Federal Arbitration Act. This Section 22 is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.
23. Governing Law; Forum
These Terms and any Dispute (whether in arbitration or, where permitted, in court) shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws rules, and the federal laws of the United States. To the extent any Dispute is not subject to arbitration under Section 22, you and Meris consent to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, and waive any objection to venue or forum non conveniens. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
24. General
Entire agreement. These Terms, together with the Privacy Notice and any order form, constitute the entire agreement between you and Meris and supersede all prior or contemporaneous understandings.
Assignment. You may not assign or transfer these Terms or any rights hereunder, by operation of law or otherwise, without Meris's prior written consent. Meris may freely assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of assets, or to an affiliate. Any non-permitted assignment is void.
No waiver. Failure to enforce any provision is not a waiver. Any waiver must be in writing.
Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable while preserving its intent.
No third-party beneficiaries. These Terms do not create any third-party beneficiary rights.
Force majeure. Meris is not liable for any delay or failure caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labor disputes, pandemic, fire, flood, earthquake, internet or telecommunications failures, hosting or third-party-provider failures, and cyber-attacks.
Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
Export controls. You will comply with all applicable U.S. and international export and re-export control laws, including the U.S. Export Administration Regulations and OFAC sanctions.
Government users. If you are a U.S. government end user, the Service is "commercial computer software" and is licensed with only those rights provided to all other end users under these Terms.
Electronic communications and signatures. You consent to receive communications from us electronically (including by email and through the Service), and you agree that any electronic acceptance, signature, or click-through has the same legal effect as a handwritten signature.
Notices. Notices to Meris must be sent in writing by email to legal@ravokstudios.com and shall be deemed given upon delivery. Notices to you may be sent to the email address associated with your Account or posted in the Service.
Headings. Headings are for convenience only and do not affect interpretation.
Construction. The parties agree these Terms shall not be construed against the drafter.
25. Contact
If you have questions about these Terms, contact us at:
Meris (a venture of RAVOK Studios, Inc.)
Email (legal): legal@ravokstudios.com
Email (general): merisbeta@ravokstudios.com
Website: https://www.merisbeta.com
By clicking "I agree," creating an Account, submitting any Customer Data, or otherwise accessing or using the Service, you acknowledge that you have read these Terms, understand them, and agree to be bound by them — including the binding arbitration and class action waiver in Section 22, the disclaimers and limitations of liability in Sections 17 and 18, the license to your Customer Data in Section 10, the de-identified-only AI/ML training scope in Section 11, and the express acknowledgment that the Beta Service is provided "AS IS" without encryption or data privacy guarantees in Sections 3 and 12.