Terms of Service

01 Accepting these Terms

You accept these Terms when you check the box agreeing to them and join the waitlist, or when you open a Maridian account. If you act for a business or other organization, you confirm that you have authority to bind it, and "you" means that organization.

Using our website without joining the waitlist is governed by section 5 and Part 3. If you do not agree to these Terms, do not join the waitlist or use our website.

Our Privacy Policy explains how we handle personal information. It is a separate notice, not part of this agreement.

02 Eligibility, export controls, and sanctions

You must be at least 18 years old and able to form a binding contract. You must be joining for a business, or for your own work as a self-employed professional.

You may not join the waitlist or use the service if:

• you are located in, organized in, or ordinarily resident in a country or region where we do not offer Maridian. These currently include Belarus, China, Cuba, Iran, Myanmar, North Korea, Russia, Sudan, Syria, and the Crimea, so-called Donetsk People's Republic, and so-called Luhansk People's Republic regions of Ukraine; or
• you, or anyone who owns or controls you, appear on a list of restricted parties maintained by the United States government.

We may change where we offer Maridian. You must comply with the export control and sanctions laws that apply to you. Maridian is offered from the United States. We do not represent that it is available or appropriate anywhere else.

03 The waitlist

What joining means. By joining the waitlist, you ask us to notify you when Maridian is available for your business and market, to invite you to set up, and to help you complete setup.

What joining does not mean. Joining the waitlist:

• does not create an account;
• does not commit you to buy anything;
• does not guarantee that you will receive access, or when;
• does not fix any price, fee, or feature.

We decide when and where Maridian becomes available, and in what order we invite people. We may close or change the waitlist at any time. Features described on our website may change before launch.

Accurate information. Give us accurate information when you join, and tell us if it changes.

Leaving. You may leave the waitlist at any time by emailing privacy@maridian.co. We will remove your entry as our Privacy Policy describes.

04 Communications

We contact people on the waitlist only about their early access: when Maridian is available for their business, how to set up, and, by email, material changes to the waitlist, these Terms, or our Privacy Policy.

Email. If you give us an email address, we will email you about your early access. Every such email identifies Maridian and includes a way to stop receiving them. Joining the waitlist does not subscribe you to newsletters or other marketing email.

Phone calls. A member of our team may call the number you provided about your early access. We do not place automated, prerecorded, or artificial-voice calls. If you ask us to stop calling, we will.

Messaging apps. We will not message you through a messaging app unless you message us there first or agree to receive messages there.

Text messages. Text messages are a separate, optional program for U.S. phone numbers. Providing a phone number does not enroll you. You enroll only by checking the text message box when you join.

• What you receive. Recurring automated text messages from Maridian about your early access, including when Maridian is available for your business and how to set up. Some of these messages, such as the availability notice, are promotional. We will ask for your permission separately before sending any other kind of text message.
• Confirmation. Our first text asks you to confirm. We send nothing further unless you do, apart from replies to HELP or STOP.
• Optional. Consent is not a condition of joining the waitlist or of any purchase.
• Frequency. Message frequency varies.
• Cost. Message and data rates may apply.
• Stopping. Reply STOP to any message to stop all text messages from Maridian. We will send one final message, within minutes, confirming that you have opted out. You may also opt out by emailing support@maridian.co.
• Help. Reply HELP for help, or email support@maridian.co.
• Your number. Tell us if you change or give up your number, so that we do not text its next owner.
• Delivery. Carriers are not liable for delayed or undelivered messages.

Our Privacy Policy explains how we handle your phone number and your consent records.

05 Using our website

You may use our website to learn about Maridian, join the waitlist, and contact us. You agree not to:

• probe, scan, or test the security of the website;
• send requests designed to overload, disrupt, or bypass its protections;
• join the waitlist with false information, for someone else without their authority, or by automated means;
• copy or scrape the website's content for any purpose other than personal reference.

The website screens and limits requests to protect visitors and our systems. We may refuse requests that appear automated or harmful.

06 When this part applies

The Maridian service is in development and is not yet available. This part applies only after the service launches and you open a Maridian account. Nothing in it means that the service is available today.

When you open an account, we will present the Terms then in effect and ask you to accept them. In this part, "Service" means the Maridian software, pages, and messaging functionality that turn spoken and written orders into invoices and payment links.

Definitions.

• Merchant: a person or organization that uses the Service to create invoices and payment links. In this part, "you" means a Merchant.
• Payer: a person or organization that receives an invoice or payment link created through the Service.
• User Content: content you submit to the Service, including voice recordings, messages, business information, and the information used to create an invoice.
• Invoice: a commercial document generated by the Service that lists an order or service and its amount. An Invoice is not a tax invoice or tax receipt.
• Payment Provider: a licensed payment service provider that processes payments and payouts. Maridian is not a Payment Provider.

07 What Maridian is

The Service is designed to turn voice recordings and messages sent through supported messaging channels into structured invoices and payment links. When the Service is not confident about a price, quantity, or amount, it is designed to ask you to confirm instead of guessing.

Maridian is software, not a financial institution. Maridian does not hold, receive, route, or settle funds. It is not a bank, money transmitter, money services business, or payment processor, and it does not provide stored value or a wallet. Maridian generates invoices and payment instructions. Licensed Payment Providers move the money.

The Service does not provide tax, accounting, legal, or financial advice. You are responsible for your own tax and regulatory compliance, including sales tax and similar obligations.

08 Your account

To use the Service, you will give us information about you and your business and connect a Payment Provider account. Keep that information accurate, complete, and current.

You are responsible for all activity through the messaging account, device, and credentials you use with the Service, and for keeping them secure. Tell us promptly at legal@maridian.co if you believe your account or messaging number has been compromised.

You are responsible for your relationship with your Payers, including the accuracy of your Invoices, the goods and services you provide, and any refunds or disputes.

09 Service messages

The Service operates through messaging. Confirmation requests, Invoice deliveries, and notices about your account or these Terms are part of the Service. If you opt out of them, you may be unable to use some or all of the Service.

You may send an Invoice or payment link to a Payer only where you have the Payer's permission to message them. Your use of a messaging platform is also governed by that platform's terms. Delivery depends on carriers and platforms we do not control.

10 Acceptable use

You agree not to use the Service, or help or allow anyone else to use it, to:

• break the law, or create invoices or payment requests that are fraudulent, deceptive, or unauthorized;
• submit content you do not have the right to submit, or that infringes or violates the rights of others;
• submit a recording of another person without the consent the law requires;
• interfere with, disrupt, overload, or gain unauthorized access to the Service or its systems;
• reverse engineer, decompile, or attempt to discover the source code, models, or underlying components of the Service, except where the law does not allow this restriction;
• use the Service, or anything it produces, to build, train, or improve a competing product or a competing speech recognition, transcription, or extraction model;
• access the Service by automated means beyond normal use, or scrape or harvest data from it;
• send malware, or unlawful, harassing, or abusive content.

We may investigate suspected violations and take appropriate action, including suspending or ending access.

11 Your content and recordings

You keep all rights you hold in your User Content. You grant Maridian a non-exclusive, worldwide, royalty-free license to host, store, transmit, transcribe, analyze, and process your User Content to operate, secure, and provide the Service to you. We will use User Content to improve the Service only as our Privacy Policy then describes, and we will use recordings for that purpose only with your permission. This license ends when your User Content is deleted from the Service, except where the law requires or permits us to keep it, and except for de-identified information.

You confirm that:

• you have the rights, permissions, and authority needed to submit your User Content and grant this license;
• before you submit a recording or other content that includes another person's voice or personal information, you have obtained every consent the law requires, including consent to record that person, to share the recording, and to have it processed as our Privacy Policy describes;
• your User Content, and our use of it as these Terms allow, does not infringe or violate anyone's rights or any law.

You are responsible for your User Content and the consequences of submitting it.

12 Invoices and accuracy

The Service relies on automated speech recognition and information extraction, which can produce errors or omissions. Confirmation requests are a safeguard, not a guarantee of accuracy.

You are responsible for reviewing each Invoice and confirming that it is accurate and complete before you send it or rely on it. Maridian does not verify the facts of any transaction and is not responsible for any Invoice you approve, send, or rely on.

13 Payments and payment providers

All payment processing is performed by Payment Providers under their own agreements with you and with your Payers. You will accept the Payment Provider's terms when you connect your account, and you must keep that account in good standing.

Maridian is not a party to any payment between you and a Payer. The Payment Provider, not Maridian, is responsible for processing payments, settling and remitting funds, verifying identity, complying with financial and anti-money-laundering rules, and handling chargebacks, refunds, and payment disputes.

14 Fees

You agree to pay the fees for the Service that we present to you before you incur them. Where a fee is payable to Maridian, you authorize the Payment Provider to collect it at settlement, as your agreement with the Payment Provider allows.

We will publish our refund policy before the Service begins charging fees. We may change our fees with reasonable advance notice. A change applies only to use after it takes effect.

15 Third-party services

The Service works with services operated by other companies, including messaging platforms and Payment Providers. Their terms and policies govern your use of those services, and they are responsible for them. Maridian does not control third-party services, and their availability may affect the Service. Your dealings with any third party are between you and that third party.

16 Intellectual property and feedback

Our website and the Service, including their software, models, designs, text, and graphics, and all intellectual property rights in them, belong to Maridian or its licensors. If you comply with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use them for their intended purpose and, once you have an account, for your internal business purposes. We reserve all rights not expressly granted.

You own the Invoices generated for you and your underlying business information. Nothing in these Terms gives you rights in Maridian's technology, models, or data. The Maridian name, logo, and brand are trademarks of Maridian and may not be used without our written permission.

If you send us ideas, suggestions, or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose, without obligation to you.

17 Changes to the website and the service

The website and, once launched, the Service are provided on an "as available" basis. We may add, change, suspend, or discontinue any part of them at any time. We will give reasonable notice of significant changes where practical.

18 Disclaimers

OUR WEBSITE AND THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT THE LAW ALLOWS, MARIDIAN DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE OR ANY TRANSCRIPTION, EXTRACTION, OR INVOICE WILL BE ACCURATE, COMPLETE, RELIABLE, SECURE, OR AVAILABLE. MARIDIAN DOES NOT WARRANT THE PERFORMANCE OF ANY THIRD-PARTY SERVICE, INCLUDING ANY MESSAGING PLATFORM OR PAYMENT PROVIDER.

Some jurisdictions do not allow certain warranties to be excluded, so some of these exclusions may not apply to you.

19 Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS, MARIDIAN AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO OUR WEBSITE, THE WAITLIST, THE SERVICE, OR THESE TERMS, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT THE LAW ALLOWS, MARIDIAN'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THEM WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID TO MARIDIAN IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS.

These limitations do not apply to liability that cannot be limited or excluded by law, and they do not limit your obligations under section 20. Some jurisdictions do not allow certain limitations, so some of them may not apply to you.

20 Indemnification

To the fullest extent the law allows, you will defend, indemnify, and hold harmless Maridian and its officers, directors, employees, and agents from all claims, losses, liabilities, damages, costs, and expenses, including reasonable legal fees, arising out of or relating to:

• (a) your User Content;
• (b) your use of the Service;
• (c) your breach of these Terms or of your confirmations in them;
• (d) your violation of any law or of anyone's rights, including any failure to obtain a consent required to submit a recording of another person;
• (e) your transactions or dealings with any Payer or other third party.

We may assume the exclusive defense and control of any matter you must indemnify, and you will cooperate with us.

21 Suspension and termination

You may leave the waitlist or stop using the Service at any time. We may suspend or end your participation in the waitlist, or your access to the Service, at any time, including if we believe you have broken these Terms or if we discontinue the Service.

Sections that by their nature should survive will survive, including those on de-identified information, intellectual property, disclaimers, limitation of liability, indemnification, disputes and arbitration, governing law, and general terms.

22 Disputes and arbitration

Please read this section carefully. It requires most disputes to be resolved by binding arbitration on an individual basis.

Informal resolution first. Before starting an arbitration or court case, contact us at legal@maridian.co and try in good faith to resolve the dispute informally for at least 30 days.

Binding arbitration. If the dispute is not resolved, you and Maridian agree to resolve any dispute arising out of or relating to our website, the waitlist, the Service, or these Terms by final and binding arbitration instead of in court, except as stated below. The American Arbitration Association will administer the arbitration under its Commercial Arbitration Rules, in English. Judgment on the award may be entered in any court with jurisdiction. The Federal Arbitration Act governs this section.

Class action waiver. You and Maridian may bring claims against each other only individually, not as a plaintiff or class member in any class, collective, or representative proceeding. The arbitrator may not combine more than one person's claims or preside over any class or representative proceeding.

Exceptions. Either party may bring an individual claim in small claims court if it qualifies. Either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information. Nothing in this section prevents either party from reporting a matter to a government authority.

Your right to opt out. You may opt out of this section by emailing legal@maridian.co within 30 days after you first accept these Terms. Include your name, the phone number or email address you used with us, and a clear statement that you are opting out of arbitration. If you opt out, section 23 governs any dispute.

23 Governing law and venue

The laws of the State of Delaware govern these Terms and any dispute arising out of or relating to them, without regard to conflict-of-laws rules. For any dispute not subject to arbitration, you and Maridian agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in Delaware. To the extent the law allows, each party waives any right to a jury trial.

If you are outside the United States, mandatory consumer or data protection laws of your country may still apply to you. Nothing in these Terms limits a protection that cannot be waived under the law that applies to you.

24 Changes to these Terms

We may update these Terms. We will post each new version on this page with a new version number and effective date. Before a material change takes effect, we will also notify people on the waitlist by email, if they gave us an address, and customers through the Service or by email.

A material change applies to you from its effective date if you remain on the waitlist or continue to use the Service after that date. If you do not agree, you may leave the waitlist or stop using the Service at any time. A change to section 22 will not apply to a dispute of which we had notice before the change took effect.

25 General

Entire agreement. These Terms are the entire agreement between you and Maridian about their subject and replace any earlier agreements on it.

Assignment. You may not assign or transfer these Terms without our written consent. We may assign or transfer them, including in a merger, acquisition, financing, or sale of assets.

Severability and waiver. If any provision is found unenforceable, it will be limited or removed to the minimum extent necessary, and the rest will remain in effect. Not enforcing a provision is not a waiver of it.

Force majeure. Maridian is not liable for any failure or delay caused by events beyond its reasonable control, including natural events, outages, and failures of third-party services or networks.

Relationship. You and Maridian are independent parties. These Terms do not create a partnership, joint venture, agency, or employment relationship.

Notices. We may give you notices by email or, once you have an account, through the Service. You agree to receive communications from us electronically. Send notices to us at legal@maridian.co.

26 Contact

Maridian, Inc. Legal: legal@maridian.co · Support: support@maridian.co · Privacy: privacy@maridian.co