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Merit Medicine, Inc. Terms of Service

 

Last Updated: November 5, 2024


 

This Agreement is between Merit Medicine, Inc. and the company or person accessing or using the Product or Merit Medicine’s website (“Website”). This Agreement consists of: (1) the Order Form below and (2) the Framework Terms defined below.

 

If you are accessing or using the Product or Website on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product or Website, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.

 

Cover Page

 

Order Form

 

Framework Terms: This Order Form incorporates and is governed by the Framework Terms that are made up of the Key Terms below and the Common Paper Cloud Service Agreement Standard Terms Version 2.0 (https://commonpaper.com/standards/cloud-service-agreement/2.0/), which are incorporated by reference. Any modifications to the Standard Terms made in the Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings given in the Cover Page or the Standard Terms.

 

Cloud Service: a cloud based platform that leverages data to anticipate high-cost claims at the member level

 

Order Date: The Effective Date

 

Subscription Period: 1 year(s)

 

Cloud Service Fees:

Will be agreed upon in a separately signed Order Form.

 

Payment Process:

Bill by invoice: Provider will invoice Customer monthly. Customer will pay each invoice within 5 day(s) from the last day of the Subscription Period.

  

Non-Renewal Notice Period: At least 30 days before the end of the current Subscription Period.

 

Use Limitations:  Will be agreed upon in a separately signed Order Form.


 

Key Terms

 

Customer: The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word "Customer" in the Agreement will mean that company.

 

Provider: Merit Medicine, Inc.

 

Effective Date: The date Customer first accepts this Agreement.

 

Governing Law:  The laws of the State of Delaware 

 

Chosen Courts: The state or federal courts located in Delaware

 

Covered Claims:

    Provider Covered Claims: Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights.

   Customer Covered Claims: Any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; or (2) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer).

 

General Cap Amount: 

The fees paid or payable by Customer to provider in the 12 month period immediately before the claim



 

Notice Address:

For Provider: legal@meritmedicine.com

 

For Customer: The main email address on Customer's account




 

Changes to the Standard Terms

 

Add as Section 1.8: "Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Provider's products and services, including third-party components of the Product, and Customer authorizes Provider to process its Usage Data and Customer Content for such purposes. However, (a) Usage Data and Customer Content must be aggregated before it can be used for these purposes, and (b) Provider will use commercially reasonable efforts consistent with industry standard technology to de-identify Usage Data and Customer Content before such use. Nothing in this section will reduce or limit Provider's obligations regarding Personal Data that may be contained in Usage Data or Customer Content under Applicable Data Protection Laws. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Product features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight."

Replace the second sentence of Section 12.6 with: “However, either party may assign this Agreement upon notice to an Affiliate, or if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates.”

Despite Section 3.2, Customer may submit Protected Health Information or PHI. Before Customer submits any PHI, the parties shall enter into a Business Associate Agreement ("BAA"). The terms of the BAA will control each party’s rights and obligations as to PHI, and the terms of the BAA will control in the event of any conflict with this Agreement.
 

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